Universal Webs
by Rosezelene Ersa
Summary: Well, It happened again. Thrust into yet another universe, this time without my friend Kass, I've lost most of my memories and have landed on the front porch of a certain household. Super heroes, super villains, crazy government agents from our universe trying to hunt me down, Osborne being a pain... ugh. It hurts my brain to think about it too much. R&R! COVER ART COMPLETE!
1. Chapter 1

A young girl of about 15 lies unconscious on the doorstep of a small suburban home.

Slightly overweight and of a thick build, her form slumps over the stairs and against the railing.

A large red welt on her crown appears brightly out of place next to her short dark-brown locks, the natural golden highlights shining like a halo around her head.

Her eyes open for a second- beautiful green and gold irises.

A moment later the door opens. A cry of dismay sounds through the air, and her eyes close once again.

That girl…is me; Linzy Keeper. This is part of my story.

* * *

Ow. My head hurts, an incessant pounding in my skull adding to my agony.

Groaning I slowly open my eyes.

"She's waking up!"

…definitely a male voice; my eyes rush to focus.

The blur of color hurts… I slam them shut again.

"Um, hello? Can you hear me? Are you ok?"

His voice was definitely concerned, but the most I could do was groan.

" Take it easy honey."

A woman's voice said to me.

" She's suffering from concussion, peter. She doesn't have the strength to…"

her voice faded as I slipped back into unconsciousness…

When I woke up a while later, I felt much better.

I sat up and surveyed the room around me.

Apparently I was in a small, possibly suburban home, laying on a banal kaki couch in the living room.

"Where am I?" I wondered allowed, nearly jumping out of my skin when someone answered.

" You're at our house, honey. I have never seen anyone recover from concussion so quickly."

I gulped, gazing at the white hared woman before me.

She looked vaguely familiar…

"Concussion?"

" Yes, you passed out on our door step and hit your head. Thankfully Peter was here and he helped me get you inside."

"Peter?" I repeated dumbly.

"Hey."

The teen gave a small wave, the lopsided half-grin making his square chin look even wider.

He had light brown hair parted down the middle and mischievous blue-grey eyes.

My mouth gaped as I recognized him.

'_Peter parker? As in…Spider-man?!_' I thought.

'_This is way too weird._'

"So, what is your name?"

"My name's…uh…" I strained my brain for a second.

What was my name?

How did I remember Peter/spider if I can't remember my own… wait a second.

"My name's Linzy." I finally said, secretly appalled that I'd forgotten it in the first place.

A few moments of awkward silence passed.

" Linzy, who are your family? Where are you from?"Ms. May Parker asked gently.

" Umm…"

the older woman pulled peter aside and sighed.

" It's just as I suspected," she started as I tried to hear.

" Peter, I think she has amnesia."'

* * *

I gasped, my hand flying to my throat.

Amnesia!?

There is no way I have amnesia!

That only happens in soap operas… right?

I started to panic when I began to ask myself questions.

Where was I from?

How did I get here?

How the heck did I know about spider-man?

Wait… was I animated right now?

I have no idea where that came from… how does one know if one is animated anyway?

Ok, breathe Linzy, breathe.

One question at a time.

How did I get here in the first place?


	2. Chapter 2

**Chapter 2 (obviously...)**

"Linzy!" my friends-family-parents, called… they sounded really far away.

"Linzy, come back!"

"I cant." I replied softly.

" I have to finish what I've started."

Their voices echoed through my mind,

"if you don't return soon, you may never come back!"

"NO." a great masked face appeared before me covered in shadow.

"SHE WON'T."

Then, there was laughter, evil foreboding laughter.

* * *

I woke with a start in my room in the Parker house.

Rubbing my pounding head, I sat up.

That was weird.

It was almost as if I knew that guy…

Peter poked his head in the door.

" Hey Linzy, its time to get up."

I sighed.

Right.

Ms. Parker, or, Aunt May as she'd forcefully told me to call her, had enrolled me in Peter's high school.

Joy.

As I got up and began to get ready, my mind soon wandered.

Almost before I'd known what was happening, Peter and Aunt May had adopted me right into the folds their small family.

I was given the guestroom on the second floor without so much as a word, and Peter soon began to think of me as family.

Why, you ask?

I have no idea.

Honestly, why would anyone keep a strange amnesic in their house then adopt them instead of turning them in to the police or something?

At any rate, I settled into these arrangements quite easily before my memories started to return…

but as I recalled more and more of my previous life I began to feel out of place.

I never let anyone know that i remembered, and so I stayed with my new found family;

even as I learned that they were TV show characters.

Yep.

I also remembered about my universe hopping adventures (see story, universe hopping 101:firebreather) and began to wonder at where my friend Kass had

ended up.

"Umm, Linzy? HELLO!" I looked up quickly from my breakfast.

" Oh, sorry peter. I was zoning."

He shook his head.

"Well you better snap out of it or we'll be late for school. Come on already."

I grabbed T.B, (my backpack), and headed out the door.

* * *

Seeing as I have no previous records, I don't know how Aunt May got me in the same grade and classes as peter, but somehow she pulled it off.

'Yes, she is an interesting old lady, isn't she?' T.B asked from his spot on my shoulder as we walked to class.

Yes, my backpack talks.

No, he's not related to Dora's backpack.

…Ok, I better explain before I lose you.

You see, T.B has followed both Kass and I into every single universe so far.

In the beginning he was just a regular oversized beige backpack with too many books stuffed into it… but once we were in a different world he became a

bottomless pit of supplies and personality.

(…please don't ask me how that happened. I'm just as clueless as you are, dear reader. And, While I'm at it…how is it I keep getting tossed into all these different universes anyway? Anyone care to enlighten me? No? Ok then.)

"It's been a while since you've talked to me. Why didn't you just talk so I remembered everything sooner?" I asked him silently.

'What do you think? Backpacks can't get amnesia too?'

I stopped abruptly when peter stuck his hand in my face.

"I was zoning again, wasn't I?"

"Yep. You seriously need to cut that out, or people will start thinking that you're weird."

pfft. Who would think I was weird?

…don't answer that.

The rest of the day flew by. In each class I was introduced as Linzy Parker, Peter's cousin, and let me tell you, it felt extremely strange.

I got a lot of sidelong glances, especially during lunch.

Peter and his friends, Harry and Mary Jane, sat in the center of the lunchroom, so I had a 360 view of all the weird looks I was getting.

'I wonder which version I'm in anyway… I see no sign of the team, so it must not be ultimate…but he looks like the Peter from ultimate, and he doesn't work for

the Bugle…ugh. Why do I insist on torturing myself?'

* * *

A few nights later peter and I were invited to accompany Harry and his dad to a fancy dinner party.

Having nothing else to do, we accepted.

The limo ride over was an interesting experience in itself, but really took the cake.

He seemed really interested in me and kept asking about my hobbies.

I talked about reading and writing, but he seemed a little bored with my answers.

"Do you like science, like your cousin here?"

'I stopped for a second.

Where had that come from?

"Yes." I replied, choosing my words carefully.

was definitely probing for something.

"I remember that I was top of my class in my old school."

I looked at peter.

'How long till we get there?' my gaze implored, but he just shrugged and went back to his conversation with harry.

I sighed again.

Looks like I'm on my own.

'I resent that thought!' T.B shouted in my mind, startling the daylights out of me.

"Sheesh, T.B, what's your problem? I can hear you without all the yelling ya know."

I could just feel his smile.

'Yeah, I know, but its much more fun just to yell at you.'

Finally we arrived at the restaurant, where peter ordered a 200 dollar hamburger.

Mr. Osborn told me to order whatever I wanted, but everything was so expensive I was loath to even touch the tableware.

In the end, Harry ordered for me.

I bit into the entrée, enjoying every tiny flavor that found its way into my mouth.

As I observed the strange topping, my breath caught in my throat.

"Is… is that…gold?" I croaked.

"Um, yeah. Don't worry, its edible." Harry completely missed the point.

I turned to Peter.

"…Gold!"

he smiled at my enthusiasm.

"Yeah. Gold. You don't catch on very fast, do you?"

after giving him my least-likely-to-kill-him death glare of death, I looked back at my plate.

May as well not let all this good food go to waste…


	3. Chapter 3

**M'kay, before any of you read anything beyond this author's note, THERE IS A SINGING OC. **

**I am aware that is present in a lot of fan fictions, I've read a few myself so I'd understand if you want to skip this chapter. **

**There will be a few more song snippets scattered thoughout this fic since Linzy has a soundtrack in her own mind but**

**i've tried not to make them too long.**

**_ I wont make you suffer though the entirety of anything. _**

**for future referance,**

**I OWN NONE OF THEM. **

**NONE.**

**That is my disclaimer for the songs.**

**I also do not own nor do I claim to own ultimate spider-man.**

**Now that that's out of the way,**

**enjoy the read!**

* * *

Chapter 3

At some point during the night, Mr. Osborne was called up to the microphone.

He made his way slowly to the front of the dining room where the stage was, but the way his feet were dragging…

I leaned over to harry and whispered in his ear.

"What's wrong with your dad?"

He shrugged nonchalantly and watched as his dad began to speak.

"he's just upset because the singer wigged out on him a few minutes ago, so now he doesn't have anyone to sing the national anthem for the party… its kinda a big deal."

I blinked.

"This party is so important they have someone sing the national anthem? Why wasn't I informed?"

looking down at my simple green dress I had a sudden thought.

'_Now I know why I feel so under dressed!_'

"Please don't worry about it; it's really not that big a deal… it's just, uh, tradition."

Peter snorted, then took another bite out of his burger.

I rolled my eyes. Even in another universe, guys are still guys.

* * *

To say I was surprised when the first measure of the national anthem began to play would be an understatement.

"Harry, didn't you say the singer quit?"

"Yeah, that's what I said."

"Then why is the music playing?"

he frowned.

"I don't know, but if no one sings things might get a little hectic for my dad."

"Why?" I asked as Peter excused himself to go to the restroom.

"It would be bad for his "image", as always. He told everyone he'd get a spectacular singer, and the press has been raving about it ever since. It would just blemish that perfect facade he has."

As the music approached the starting point for the anthem, I was having a serious conversation with myself.

'No, Linzy. Don't even think about it. You are not a "spectacular singer" and you really shouldnt draw any attention to yourself…no, no, NO! DO YOU HEAR ME SELF? I SAID N-" all hope of keeping my argument was lost when the first word sprung from my mouth and I stood up to sing.

**_"Oh, say, can you see, by the dawn's early light,  
What so proudly we hail'd at the twilight's last gleaming?  
Whose broad stripes and bright stars…"_**

'_What the heck am I doing?' _I wondered, and before I knew it was upon the last verse,

**_"O'er the land of the free and the home of the brave…"_**

The last note seemed to drone on forever as the music ebbed away in the background, then all was silent.

Suddenly a wave of applause erupted from the all around me, besides me, next to me.

My eyes widened and I took an involuntary step backward; this wave of sound…humans can be this loud?

People of all classes came up to me and shook my hand, looks of amusement and pleasure plain on their faces.

Harry stared, opened mouthed, as did his father, who was still on the stage.

It was Mr. Osborn who recovered first, however. "And that was Miss Linzy Parker, singing the national anthem for our special music tonight."

"WHAT?" Peter gasped, startling me out of my stupor.

"Oh… hey peter… Back from the bathroom already?" I smiled innocently, wavering only when his brow furrowed.

"I never knew you could sing like that…"


	4. Chapter 4

**well don't you feel special! Updated twice in one day...yeah, don't get used to that. **

***jazz hands***

**I-don't-own-ultimate-spider man!**

***one person kick-line***

**:)**

* * *

Chapter 4

In the limo ride back I was in an extremely awkward position.

Harry kept looking at me like I was one of those higher-than-thou divas (with a halo and everything), Mr. Osborne wouldn't stop smiling (a creepy, creepy smile), and Peter … well… Peter was kind of miffed I hadn't mentioned my singing voice earlier and kept eyeing my throat as if it was a weapon of mass destruction.

All the while I was forced to sit there and twiddle my thumbs while some sort of mental tug of war went on around me.

Finally we pulled into our driveway and I made a beeline for the door of the limo, only to be stopped when Mr. Osborne grabbed my hand.

"Linzy, I just want to say again how thankful I am that you came tonight. If there's ever anything you need, please don't be afraid to ask me."

I bit my lip and nodded quickly.

"Sure Mr. Osborne, but really there's no need."

I grasped peter's hand and pulled him out after me.

"Come on peter; let's go before something else happens." I muttered through my teeth.

Osborne was really getting on my nerves, though I couldn't tell you why if I wanted to.

(you know, besides the fact that he is/was/will be the goblin… but I was trying not to think about that…)

'_I'm soooo tired_!' I thought as I fell into bed a minute later.

With some effort I flipped off my simple white slippers and pulled my earrings out, tossing them on the bedside table.

I laid there for a moment, just breathing, then got up and gathered my things to go take a shower.

I passed Peter in the hall on the way to the bathroom.

He looked at me for a split second, and turned his head as if to say, '_we'll talk later_.'

I sighed, and then continued on my way.

'_I wonder what's got peter all ticked off about my voice?' _ I thought as I stepped into the shower.

'_sure, I may not have mentioned it, but come on, its not like some huge secret or anything-HOT!' _ I twisted the knob and stayed to the side of the shower till the water cooled.

'_ok, I give up. No more thinking till tomorrow, got it Linzy?_'

After getting out of the shower I went to bed, where I twisted and turned for a few hours before getting sick of not being able to sleep.

Already wearing an oversized t-shirt, I pulled on a pair of grey sweat pants and crept into the hallway.

As I tiptoed past peter's darkened room curiosity got the better of me and I took a peek inside.

"Gone." I shook my head and continued on my way; he probably was out doing superhero stuff, as per usual.

Not really sure about where I was going, I stood in the dark living room for a moment before opening the front door and going outside.

Taking a deep breath and closing the door behind me I turned around and looked up at my present home.

All the windows were dark and not a single sound came from inside, a ladder leaning up against one side of the house.

Curious I walked toward the ladder, then without giving myself time to think, climbed up onto the roof.

Finding a nice, slanted spot I sat down and lay on my back, blocking out my surroundings and gazing at whatever stars I could find in the smoggy Manhattan sky.

"Couldn't sleep either?" a voice said, causing me to start and slide a little ways.

"Peter! What are you doing up here?" he laughed as I caught myself.

"Sorry, didn't mean to scare you. What I want to know is, what are **_you_ **doing up here?"

I sighed, bringing my knees up to my chest.

"I dunno.…" I stopped talking and let the word hang in the air for a moment before deciding to continue.

"Didn't Mr. Osborne seem kinda, I don't know, strange to you? I mean, I know he's rich and therefore most likely a little crazy (Peter laughed at that), but for a while there it seemed like he was-"

"Totally fawning over you? I wouldn't take it the wrong way, he was just really appreciative of what you did. You really threw him off when you sang. "

I laughed apprehensively. He didn't get my point at all!

"…Yeah, well apparently he wasn't the only one. What was with you anyway?"

"I, I don't really know?"

"Is that a question or a statement?" I asked playfully, recovering quickly and moving back towards the ladder.

I yawned.

"Aw, it doesn't really matter, Linzy. Anyway, I'm going back to bed. Night cuz."

…cuz? As in…cousin?

Huh.

I lifted hand.

"Night."


	5. Chapter 5

**Um, so hi! I kinda got caught up doing a rewrite of one of my stories, so 'imma use that as my excuse. **

**Please review, even if it's just to tell me how angry you all are;**

**that way I know if people actually read this story.**

**Thanks!**

* * *

Chapter 5

3 weeks later

I was running.

My usually short golden-brown hair now long and flowing streamed out from behind me, twisting in the wind.

I leapt forward, pushing my hands onto the ground below and flipped, hitting the dirt running.

No…not dirt.

Concrete.

Up ahead was a large glass windowpane.

I slowed to a stop, turned, and looked at my reflection.

All I saw was a glowing purple light, and then-

I gasped, sitting up in bed as my alarm rang defiantly.

My hair!

I reached up and ran my fingers through the mahogany locks; they ended quickly, not touching my collar.

"Phew."

With a sigh I turned and jumped out of bed, stretching before heading over to my closet.

I dropped to my knees as I searched through the mountain of new clothes Aunt May had gotten me, despite all my protests.

I mean really, how was I supposed to explain that I had as many clothes as I needed in my bottomless backpack? Yeah, so not going to happen.

I yanked out a pair of jean shorts and a simple yellow tank top, as well as a pretty sky blue jacket.

After dressing I pulled a brush through my wildly tangled locks, parted them down the middle and secured the remaining rebels with a lacy headband.

"Hey Linzy you up yet?" Peter yelled from down the hall.

I rolled my eyes and let out a short "yep!" before grabbing T.B. and heading to the first floor.

"Morning Aunt May!" I said enthusiastically as I entered the kitchen, giving her a quick hug before sitting down at the table.

"good morning Linzy! Sleep well last night?" I poured a glass of orange juice and helped myself to some bacon before answering.

"Not exactly… I had a weird dream."

"Really? What was it about?" asked Peter as he entered the room.

"Not sure. I don't remember." I finished eating and stood up."Anyway, it doesn't matter. We've got to get to school."

As I walked out the door my cousin somewhat-reluctantly followed, half a bagel hanging out of his mouth.

_Heeeyyyyy!_

I stopped abruptly and spun around.

"Did you hear that?" I asked him, a confused look on my face.

"Hear what?"

"it sounded like…"

Kass. My mind finished, but that's impossible.

Kass didn't follow me into this world, and I haven't been able to get a hold of her cell phone.

"Um, it's nothing. Never mind." I shook my head and continued down the road.

The school bell was about to ring when we arrived, so Peter and I went our separate ways and decided to meet up for lunch again, since I had yet to make any friends besides his own.

(**_M'kay, I know that in the actual episode the spidey _**

**_c_****_alendar hints that the first episode takes place in July. _**

**_For my purposes I'm changing up the dates just a _****_smidgen_**

**_ to help my poor befuddled mind keep things organized._**_)_

It was during home room that I overheard an interesting conversation between a brunette and a really tall guy.

"… yeah, I guess that's true, but it's kinda strange; all he talks about is that spider-man character."

As soon as I heard the girl mention Spiderman I inconspicuously moved closer and took a seat behind them, leaning over my book as if engrossed.

"So what if the guy is a bit… unconventional. That spider's been around for almost a year now, and he's already saved hundreds of people's lives. Jamerson is a fool to say he's a menace…"

after that I started to tune them out.

Almost a year?

This time I wasn't just sent to a different universe, I was sent back in time!

No wonder I haven't met the team… even spidey hasn't met them yet!

Well, unless he has… I really need to check the dates.

I reached over and pulled my laptop out of T.B, made sure the multi-universe internet (don't ask. I don't know how that happened either, but it's sure helpful.)was on, typed in 'what day did fury recruit spider-man', and waited for the results.

When they didn't look promising, I looked for the original air dates of the first episode in the series, 'great power'.

I glanced at the date.

April first, two thousand and twelve.

Biting my lip, I turned to the classroom calendar.

March 28th, 2012.

I paled.

Three days.

Three days before the beginning of the series- and there is no way I am going to be able to exit this world without messing something up.

My head hit the keyboard.

What is it other kids say? Oh yeah- I'm screwed.


	6. Chapter 6

**hey everyone! **

**I'm updating today, by now you should know i have never had a set schedule, so be happy!**

**please review!  
**

**If you ask nicely enough I may update twice in one week. **

**(_wouldn't that be something special..._)**

**enjoy, my friends~**

chapter 6

At lunch peter could tell something was up with me. Maybe it was the way I kept moping around, maybe it was all the nonstop sighing.

Whatever it was, it seemed to be driving him crazy.

"Linzy, will you cut that out already? What's bugging you anyway?" I looked up abruptly; both Harry and Mary Jane were looking at me in concern.

"What, no. I'm fine. Nothing's bugging me…" I took a deep breath and forced myself to act normally."Really guys, I'm fine. Just feeling a little…strange today."

MJ stood up and thrust her hand onto my forehead."strange how? Are you sick?" I shook her off and leaned back.

"No, excuse me…" I got up from the table and walked calmly to the bathroom where I splashed cold water on my face.

'_Alright Linzy, pull yourself together. So you only have three days… you can't mess things up that badly, right? All you have to do is make sure everything turns out the way they do in the series…ugh, this is going to be a disaster.'_

With a puff of air I blew the hair from my face, my cheeks shining and scarlet.

"Why me?" I asked my reflection miserably.

* * *

That night I didn't get any sleep.

I tossed and turned in my bed, trying to figure out what I could do then scolding myself for thinking too much.

Finally I gave up and got out of bed, crept out into the hallway and ultimately outside.

The night air always helps me clear my head, even here in Manhattan.

I stepped outside onto the sidewalk, taking a deep breath as I did so.

I've been in this world for almost a month now, although to everyone, including myself, it feels as if I've always been here.

I paced around the yard for a while before turning once again to the ladder leaning against the house.

I haven't been up there since that night a few weeks ago.

I sighed and climbed up, sitting on the same slanted spot from before.

I crossed my arms behind my head and lay down, gazing at the sky and thinking.

I thought about my home, my friends, my family… my new family here… and again my thoughts wandered back to how I was going to handle living through the year 2012 again…in a different universe… with a superhero for a cousin.

I groaned and closed my eyes.

Why does everything always have to be so complicated?

"Hey cuz, you up there again?"

…sheesh, how does he keep finding me up here?!

"Yeah, I couldn't sleep. Why are you still up? It's pretty late…" I turned and watched as peter's head popped up over the ladder.

"Yeah, I've been… studying." I rolled my eyes. It was more likely he'd been in spandex, swinging around the city on a web.

"…ok then. Hey Pete, um…"

"Yes?" I met his gaze. "…Never mind."

"No, really. What is it?" I frowned.

"Nothing. I had absolutely nothing to say, I just didn't know it until I spoke."

He looked at me for a moment, his eyebrow inching higher each second. "Linzy, you are one of the strangest people I have ever met. And believe me, that's saying something."

…wait a second, does that mean he's comparing me to all those wacko super villains he fights every day?!

I turned and gave him my almost-a-less-likely-to-kill-you death glare. "Whoa, hey- watch were you're pointing that thing!"

"… You do realize you're talking about my face, right?"

"Uhh…_gottagobye_!" he sputtered quickly, then disappeared over the side.

A moment later I heard the front door slam.

… Peter Parker is becoming less of a super-hero idol and more of an annoying cousin.

Is that good…or bad?

* * *

**yes, I know it's sort of short, but if you ask nicely enough and I get at least 3 **

**reviews**** I****'ll give you an extra long one in my next update,**

** which may or may not take place this week.**

**(It's all up to you. )**


	7. Chapter 7

**H****ey everyone! Lucky, lucky you, I got 3 reviews! **

**Well, really it was four, but two were from Kass- I mean, KKLSBones. **

**Not Kass, she doesn't exist. **

**Nope. **

**Ahem. anyway, here's that extra long chapter I promised you!**

**Any questions, comments, or concerns go-as always- in the review box. **

**And cookies, Kass needs her cookies. **

**(That's what I pay her with...)**

**If you don't remember this "Kass" of which I speak, she finally gets a scene at the end of this chapter.**

**Woot. Woot. go Kass. Yay. **

**So enthused.**

**Ah, get on with it already! you don't have to read my rants.**

* * *

When I woke up the next morning, I was covered in a cold sweat.

I'd apparently had nightmares all night, and let me tell you, I was extremely happy that I didn't remember any of them.

I groaned and rolled out of bed, grateful that it was Saturday… and then I remembered.

Two days.

That's all I've got.

Two.

Stinking.

Days.

My life…is so… something. I don't know whether to call it horrible or awesome.

I mean seriously, I get tossed into different universes- most of which are TV shows or movies- I somehow end up becoming a new main character, and there's a government agency from my universe tracking my every move! Oh, I haven't mentioned that part yet? It'll become important soon enough. At any rate, how is someone -namely me- supposed to act under these conditions?!

_'Like a hero_' a small voice whispered from deep within my mind.

I rolled my eyes.

It's when you hear your innermost thoughts that you realize how cheesy you really are.

I bit my lip as I picked out an outfit from my pile; today I selected a pair of green cargo pants, a brown tank top, and a matching green cardigan to go over the top. I pulled on my combat boots and headed down the stairs.

Aunt May looked up as I entered the kitchen, snowy white locks falling over her eyes as she smiled and bid me good morning.

I have to be honest, I'm partial to this universe's Aunt may- She's kind and sweet like the original, but she's also tough and can stand on her own...but maybe it's just because she actually is like an aunt to me. I snatched up a piece of toast and headed towards the front door.

"Hold on Linzy, where do you think you're going so early in the morning?" the woman asked, hands on her hips.

"uh…the library?" Her eyebrow rose very similarly to someone else I know...

"Is the library open at this time of day?"

I shrugged.

"I don't know Aunt May, I assumed it was. Can I go now?" She tisked and rolled her eyes.

"Yes, I suppose so. Hey, I know! Why don't you ask Peter to go with you?"

A large yawn followed from the other side of the room.

"The library? Sounds good… let me go get dressed and grab something to eat first, ok?" I face-palmed as Peter walked out of the room.

All I wanted was some time to myself!

…at this rate I'll never get the opportunity to figure out what I'm going to do about Monday…

Peter strode down the sidewalk besides me, his arms swinging as he walked. "… You weren't really planning to go to the library, were you?" I blinked. Sometimes I forget how smart Peter really is.

"What makes you say that?" I asked, biting my lip.

"Well, for one, the only library within walking distance is the school's… and that's not open on the weekends. Also, I can just tell." I rolled my eyes. "Sure you can, Peter. If you knew all that, what did you come along for?" He ran his fingers through his hair and just smiled.

"…you are really annoying, you know that right?" I asked, crossing my arms over my chest.

"It's a gift."

I snorted.

"Whatever."

We continued walking in silence for a while.

"Well, if you really have nothing better planned, why don't we head over to Harry's? He always has stuff for us to do." I sighed, and then shrugged my shoulders in defeat. "Sure, why not?"

* * *

We spent the rest of the day playing an 4 hour long game of high-tech chess between Harry and I (Harry won, but we were tied the first 30 minuets!) Watching movies (Astro boy!), switching opponents for another game of chess (I won this time, but I think Peter let me…), then the boys watched horror movies whilst I made my way through the labyrinth of corridors that Harry calls his home.

I smiled when I found what I was looking for; I knew a house this big had to have a library!

Most of the books on the impeccable, dust-free shelves were of a non-interesting variety to a fiction lover such as myself, but I managed to keep busy by scanning titles and reading overviews of the more promising tomes. Hours later, well after dark, I found myself yawning over a stack of books- ones I already finished.

'_It seems I haven't been reading enough lately_,' I thought dully, my eyes drooping. '_I really went to town on those books. I only do that when I've been deprived…'_ I yawned again and forced myself to my feet. '_It's getting pretty late, I should probably call aunt May and tell her we're still alive…' _I blinked, then rubbed my arms to try and stimulate some blood flow. '_At this rate it's a miracle I haven't fallen asleep yet!' _ With this thought I emerged into the living room only to find my companions in exactly that state. I spared a moment for another face-palm.

"…Of course."

I took a deep breath and _gently_ woke my beloved cousin.

…and by gently I mean shaking the couch back and forth while yelling in his ear.

" PETER! PETER! You didn't by any chance fall asleep hours ago and forget to call Aunt May, did you?!" his eyes opened groggily, then he snapped wide awake when he understood what I was saying. "…what time is it?!" He glanced at the clock by the t.v. "AWW MAN! Linzy, we've got to call Aunt May!" I rolled my eyes. "Well no dur Sherlock!" At that very moment we heard a chuckle from behind.

"I wouldn't worry so much about it, I called your aunt and she said all's well. I'll just get a limo to send you home; after all, we're family, aren't we?"

I stared in astonishment.

…Was he there a second ago?

…That's kinda creepy…

"Wow, thanks Mr. Osborne; you didn't have to do that for us!"

…Oh yeah, I almost forgot.

This is back before Peter had any reason to distrust Osborne… I better play along.

"Yes, thank you sir. I really appreciate it."

3rd person pov

A figure clad in dark blue watched from the shadows as Linzy exited the Osborne home, dragging peter by the arm.

"Come on, I know you're tired but at least pick up your feet!" He smiled and started to snore, dragging his feet even more so.

"Really cuz?! I don't have to carry you, you know!" with that she released her hold and let him fall to the concrete as she got into the awaiting limo.

Peter rubbed his head, still smiling, as he rose to his feet and followed suit.

The limo pulled away a moment later.

The figure, a woman known only as Jay-bird, began to follow. Ms. bird is no ordinary bystander; in fact she is the only other person- besides Linzy and Kass themselves - who knows where the girls are really from. The woman is also from our world, an agent for a secret branch of the government which has taken an interest in the two universe hoppers. Unknown to either of the girls, the last time they made it home Jay had shadowed them, shadowed them until they were pulled into a different universe once again. She had been to 1 other universe so far- the one with the ninja(*cough*Tale of the Dragon sword*cough*read it *cough*)– but neither girl had been aware to her presence. That is, until she captured the crazy one, the one called Kass, right before they were separated from the other…

* * *

In a warehouse on the other side of the city…

A teenaged girl with short burgundy locks pounds her fists against a glowing blue force field, a look of pure annoyance on her face.

"Let me outta here lady! I don't know who you think you are, but you're gonna be in a world of pain when I get my hands on you!"

Her cries echoed through the large warehouse, and the lack of response fueled her anger.

"Seriously?! Where are Linzy and her crazy backpack when you need them?" she sighed, throwing her head back to yell,

"LLLLLLLLLIIIIIIIIIIINNNNNNNNNNZZZZZYYYYYYY!"


	8. Chapter 8

**OK, so much stuff goes on in this chapter it's not even funny. **

**Well, it might be. **

**you'll have to let me know on that one... my attempts at humor aren't usually good ones.**

**Anyway, it's come to my attention that I ramble a lot during my author's notes, so I'll cut this one short. **

**-R.E**

* * *

Linzy's pov

Chapter 10

"_I wanna leave a legacy, how will they remember me, did I chose to loooovveee, did I point to yo-"_

"LINZY! Can you cut it out?! I'm trying to sleep!"

My voice trailed off as I realized I had been singing aloud and not I'm my head. "Oops. Sorry peter," I said as I stepped out of the kitchen and entered the living room, cake batter dripping from the whisk I held in my hand. "Makes the work go faster, ya know?" he groaned and rolled over, the blanket twisting between him and the couch. "And if you wanted to sleep, why not use your own bed? It's probably more comfortable than the couch…"

"None-ya"

"…huh?"

"None-ya business."

I blinked.

"Right…anyway, will you keep an eye on the brownies for me? I'm about to put them in the oven but I have to run some errands."

"Sure, Linzy. Now leave me alone so I can sleep."

"Pfft. Lazy boy…"

"I am not a sofa. If I was, I would know."  
I blinked.

How did he get my reference? Even I didn't catch that until the last second.

Shaking my head I walked back into the kitchen and poured the brownie batter into a pan then slid it into the oven.

"Ok, I'm going out now," I called, shedding my oven mitts and apron.

"Hey, were exactly are you going?"

"I thought I'd get a head start on the grocery's this week so Aunt May doesn't have to get them."

"Ok. Pick up some salt &amp; vinegar chips while you're out, k?"

"Okee-doke."

With that I pulled on my tennis shoes and headed out the door.

Five minutes later

Here I am, singing an old Irish folksong:

_" I'll tell me ma when I go home, the boys won't leave the girls alone. They pulled my hair and they stole my comb, well that's alright till-_Oh. Hey Mary Jane!" I chirped happily, ending my song with a smile.

"Oh, hey Linzy. What's up?"

"Not much, just going to pick up some groceries."

I motioned to my grocery bag in a flourish.

"Ok. I guess I'll see at school tomorrow?"

"Oh," I said, a bit put off by her abruptness.

Guess she's busy or something.

"Yeah, nice seeing you MJ!"

"You to."

With that, she turned and ran off.

"Huh."

'_I can't help thinking that was a bit out of character…'_ T.B commented.

'_Yup._'

_'you don't sound concerned.'_

_'Why should I be? MJ's a big girl; she can take care of herself. I'm sure it's nothing, anyways.'_

_'Then why are you staring off after her like your scared she's going to fall off a cliff?'_

_'I am not!'_

_'Yeah, you kinda are…' _

_'Whatever, crazy talking backpack…'_

I shook my head and tuned him out, humming quietly as I entered the grocery store. I was browsing the candy aisle when my back started to buzz.

"What the heck-?"

"Your phone is ringing." My disgruntled backpack muttered.

"Oh."

I took my phone from him and checked the caller id. "It's Peter; I wonder what's up… Hello?"

"Hey Linzy, are you at the grocery store now?"

"Um, yeah."

"Will you buy some toothpaste and a new brush? I kinda accidentally broke yours…"

"…You broke my hairbrush?!"

"Yeah, I just told you that."

"…"

"Linzy?"

"…Yes, I'll pick up toothpaste and a hairbrush. Bye."

I hung up before he could respond.

How…why…when- ugh. He broke my hairbrush.

Seriously?

What was he doing with it anyway… web shooter practice?

I sighed in annoyance as I looked blankly over the different toothpaste brands.

"Mr. Breezes, Fresher Clean, Sparkly White…these are name brands?!"

Ok, so some things just don't _try_ to make sense.

I see how it is.

I grabbed the "sparkly white" and tossed it in my basket.

'_Amazing how something so mundane such as buying toothpaste exists in such a universe filled with superheroes and villains. Come to think of it, I've only ever seen them on T.V since I got here…_' I mused, completely oblivious to the world as I wandered over to the hair-care products.

'_I mean, sure, I guess they can't be everywhere at once, but it'd be nice to see the action for a change…'_

_'Be careful what you wish for, you spazztastic super-hero fan girl.' _

_'Says the sadistic talking backpack who can't mind his own business.' _I scoffed.

_'This talking backpack has proven himself to be quite resourceful and smart (not to mention, incredibly handsome) in the past, so I'd watch what you say, Miss bookworm." _

_'Seriously? "Miss bookworm"? I thought you'd have a better insult than that."_

'_I- hey look out!'_

I ducked out of instinct and my momentum carried me to the floor. I sat down hard as a blue and red clad figure vaulted over my head and slammed into the wall behind me, pinned down by needle-thin black quills that kept him from moving.

No way, is he seriously here right now?!

I sighed, slightly annoyed at the too-good-to-be-true timing.

"Hey spidey. Looks like you're fighting a strong one today, huh?" I asked, walking calmly over and beginning to pull the quills out with a pair of pliers I took from T.B.

"Um...yes? Do I know you?"

Um…Paranoia much?

"I should hope not, I try not to associate with overpowered teenagers decked out in brightly colored spandex." The words rolled off my tongue before I could think, and to be perfectly honest I was proud of that amazing comeback.

"Teenager?" he repeated. "Miss, I can assure you I'm the manliest man you've ever met."

I burst out laughing.

"S- sorry! I just…ha! That was funny." I wiped a tear from my eye and sighed.

…This would be incredibly awkward if I didn't know I was messing with my cousin.

"…I am somewhat offended by that…"

Before I could make another amazing retort another crash rang though the air.

"LINNNNZZZZZYYYYYYYYY!"

All I saw was a blur of burgundy streaking towards me before the breath was knocked out of me.

It took me a moment to register my shock.  
"Kass?!"

"AHH! HELP ME LINZY, SHE'S GONNA KILL ME!" she screamed, her arms constricting around my waist.

"…Wha? Who's gonna kill you?! What are you talking about?!"

A cold snicker came from the direction of the door.

"That would be me. It seems I might've scarred her for life while holding her hostage…who knew?"

I turned to face the new voice and Kass squeaked, turning in a spilt second to where she was hiding behind me.

"…Who the heck are you?!" I demanded, ignoring the struggling superhero behind me."

"More importantly, WHY WERE YOU HOLIDNG MY FRIEND HOSTAGE?!"

The woman before me was wearing a skin-tight black body suit and high heel boots, as well as a full face mask with war paint. A gloved hand reached up to her face and removed the mask, only to show an equally horrifying visage below.

"Jay-bird."

I breathed, my eyes widening in shock.

"Yes."

"What are you doing here?!"

"Keeper, don't you know by now I always show up when you move? The scientists found a way to link my biomass to you …meaning, I go where you go."

I grit my teeth, glancing back at the spider though my eyelashes as he spoke.

"Ok, am I the only one who has no clue what's going on here?!"

Kass' eyes popped open, she'd only just now noticed him.

Quickly she detached herself from me and picked her way over the destroyed groceries before starting to help him get down, muttering something about how I should give her cookies for not finding her sooner.

Ignoring them I faced Jay bird and glared darkly.

"What do you want from me? It's not like Kass and I do this on purpose!"

"In the beginning, I only pursued you because my superior's told me to. But It's not about capturing you anymore." Her eyes flashed, and I sensed the malice pressured behind them. "I'm going to kill you."


	9. Chapter 9

**Hey everyone, I tried to make this chapter really long to make up for a prolonged absence for this fic that's coming up. In a few days I'm going away to work at a summer camp, so I wont be able to update as frequently... or at all. I really hope I'll get the chance to get on fan fiction, but if not I hope this is enough to make up for it. **

**on the bright side, I'm going to make sure I write a ton this summer so I'll have all sorts of things to post when I get back. I really love all the reviews, fav's and follows, so please don't feel unappreciated or what not! now, I hope this chap is long enough for you!**

**oh, and I don't speak Spanish. **

**...Just keep that in mind for later on. It'll make sense. probably. **

* * *

"Kill us?!" I sputtered as I stumbled back.

"Kill them?" Spiderman repeated, as if the thought sounded utterly ridiculous to him, which it should.

I shot an accusing look at Kass.

"What did you do to make her want to kill us?!"

"I don't know… escaped?! I was only trying to find you!"

"Wha-AH!" I screamed, ducking as a quill shot over my head and hit the back wall with a "TWANG!"

"The time for talk is over. DIE!"

Kass was forced to jerk out of the was as Jay bird fired more of the little quills out of her fingertips, and Spider-man's eyes widened as he ripped free before a needle impaled the wall where his head had been.

I darted out of the way as another volley of quills fired off behind me, praying to God that none of them hit me.

Word to the wise- Linzy Keeper is deathly afraid of needles; especially needles wielded by psychopathic secret agents turned assassin.

I squeezed my eyes shut as I dove behind the checkout counter, yelping as something grabbed the back of my shirt.

"Maybe I wasn't clear enough," Jay-bird started as she pulled me towards her.

"The crazy one caused me a lot of trouble and isn't worth my time… but you've yet to cause me much disdain. Come quietly and I won't have to kill you along with your friend. As for you spider-man," she spoke quietly with a deadly edge to her voice, "stay out of this if you want to continue living."

I felt his eyes on me as she said this, and turned my head to face him. "You should listen to her, this isn't your fight. But, since I'm pretty sure you aren't going to do that, I'd appreciate the help."

He looked at me for a moment, probably surprised I already knew what he was going to do, then rolled his shoulders back and tilted is head cockily.

"Now, I have no clue what's going on, but I'm going to take a guess that since you're threatening to kill my co-this girl I've never met before, you are the bad guy." His mask squinted, and he leaned forward into a fighting stance. "Sorry lady, but I don't have it in me to sit around while people pick on the innocent, so I have to decline your offer."

"As you wish."

Jay bird tightened her grip and put me into a headlock.

"If you come any closer, I will end her right here. You may want to play the hero, but if those you wish to protect are in danger you'll do nothing. Stay back, Spiderman."

I gasped for air as her arm nearly choked me. She wasn't bluffing, if he moved even the slightest bit forward she'd constrict even more and I'd blackout...or die. The fact she was aiming for the latter really dulled my odds for survival.

"No, wait! I won't move. Don't hurt her." He waved his hands franticly, mask eyes wide and expressive.

Jay relaxed her hold on me, and in that moment there was a surprisingly loud, "HYAAA!" as kass body-slammed into the villain and knocked her back through the window.

"KASS!" I wailed, and I dashed outside against my better judgment.

I didn't even think as I rushed forward, throwing myself at the two and pushing my friend away from certain doom. We grappled and the pavement of the street bit into my back as we fought. I was stronger than Jay, thanks to my past adventures, but she was faster and deadlier.

I gripped her hands to try and keep her from shooting me with needles, but she fired anyway and it was all I could do to hope no one got hit. I tried to keep her hands pointing at the sky but she was fighting with her feet and elbows, jabbing me in the face and kicking my shins so it made it difficult to still her deadly nails.

I rolled out from under her and sprang to my feet as fast as I could.

Spiderman had been hit with a poisoned needle, and it stuck out of his shoulder with an evil glint as Kass lay unconscious nearby. He was moving incredibly slowly, so I guessed it must've been a paralyzing poison.

I breathed heavily as Jay stood up and clutched my arm as I tried not to fall over.

"I've got to give it to you, Keeper. You put up a good fight. Sadly, it's not enough. Give up peaceably and I won't even have to quit my job. I bring you home, you live, Sand lives, and we all win."

I glared at her, but I could already feel the exhaustion and my asthma was kicking in.

My knees buckled and I slid to the ground in defeat.

"Fine," I wheezed, "take us back. Have scientists pick us apart. Kill us afterward, so we don't give away government secrets we don't have and never will." I looked up defiantly and spat at her feet.

"As if."

She growled furiously and grabbed me by the neck, hoisting me up so my toes didn't touch the ground.

I knew I had gone too far, but honestly I didn't care. She could bully whoever she wanted too but I wasn't about to let her hand us over to heartless government officials like a couple of dangerous criminals.

With a sharp prick and painful fire, a single quill delivered a paralyzing blow to my heart. I shuttered furiously, and slumped over as my motor skills grinded to a halt.

Jay bird leaned threateningly over me, a cold smirk on her face. "And here I was thinking you'd put up more of a fight. I guess I'll have to think of something else more entertaining…" she threw me aside and I grunted as the cement rolled under me. Where is everyone? How has no one come to help us?

I heard a grunting sound and winced as a heeled boot met my shoulder. With a single motion jay rolled me onto my back and I could finally see. She was carrying Kass over her shoulder like a sack, and just as carefully let her slide down off her arm to land besides me. Kass was out cold, her breathing shallow and dirt smeared on her face.

Jay bird took something out of her boot and toyed with it, rolling a square blood-colored box around in her hands.

"Time to go home." she whispered menacingly, throwing the cube at us and stepping back.

I could only guess at what it was. It had to be a device that took us back to our universe…but I can't leave with her! I have to protect my friends and family. I have to look after Kass, the goofball that she is.

I willed myself to do something, anything, and my fingers twitched. I kept my teeth I tucked my arms under myself and pushed, rising up on my elbow just in time to catch the cube before it hit me. I grabbed it in my hand, closing my fist and crushing it in a surprising show of strength. It crinkled like it was made of tinfoil, and a loud zapping sound emerged from within. A bright flash of light emitted from the box, and what can only be described as a portal opened up above it for a split second before spitting something out and disappearing from existence.

"Que mier…Que, donde estoy?"

A girl with wildly curly hair sat up from where she'd been thrown out of the portal, and looked around in confusion.

I don't know much Spanish, but I think that means something along the lines of "where the heck am I?".

She was in her pajamas, and as she gaped at the demolished street her eyes fell on Spiderman. "…bloody he-"

She looked frazzled, like she was about to have a heart attack. I forced myself to my feet and, after giving the startled Jay-bird a nice…sedative (*cough*, punching her in the face, *cough*.) zombied my way over to her, one foot in front of the other in a painfully slow march.

I slouched down and looked her in the eyes.

"Let me guess, you are from a universe where Spiderman is a comic book, movie, and cartoon character, correct?"

She winced, and nodded slowly.

"What is going on here?!"


	10. Chapter 10

_**hey everybody! i'm finally back, and do I have a ton of stuff for you! As promised, even though I didn't have WiFi this summer, I went and wrote the next few episodes down in a notebook so I'd have a lot to post when I got back. I hope this makes up for how much time I've been gone! and forgive me if anything seems rushed or choppy, I had some issues with getting it to flow correctly in this chapter. **_

_**oh, and since its been so long, I think a small recap is in order. **_

_**In the last chapter, Linzy was reunited with her friend Kass who, as it turns out, had been captured by a villainous secret agent seeking revenge. Linzy, Kass, and spiderman all faced off against Jay bird, but in the process a Spanish speaking girl with wild hair also got pulled into the ultimate spiderman universe. **_

_**That's about where we left off, so..**_

_**on with the story!**_

Chapter 12

I sighed in frustration and rubbed my temples.

"Have you… watched the movie "fire breather" lately..?"

The girl looked at me with wide eyes.

"…yes…"

"Did you notice anything different about the movie..?"

She gasped.

"That WAS YOU?"

"Um, yeah. I'm Linzy, and that's Kass…OH SHOOT, she's still out cold! Hold on a second-"

I turned from her and checked on Kass.

"Wait, that still doesn't explain why SPIDERMAN is here, of all people!"

"Well, it's his universe. The _Ultimate_ Spiderman universe to be precise." I said, picking Kass up and setting her off to the side so she wasn't on the road.

"…How many universes are there, and where are they?!"

"I'm…I don't even have the slightest clue, other than a theory I've been working on…" I admitted, shrugging.

"Theory?"

"…something like that, yes." Sighing I rubbed my arms and tried to ignore the needle in my chest. If I looked at it I'd probably faint, and now I had more than one problem to take care of.

"um, will you do me a favor please?" I asked her, my back still facing her.

"What?"

I turned with a serious look on my face.

"Pull this needle out of my chest and catch me when I pass out."

"Seriously?"

"Dead serious."

She bit her lip and grimaced as she grasped the quill.

"On three. One…. TWO!" she yanked it out and I screamed, my world going dark as I fell.

Again I woke very upset with the amount of times I'd fainted in this universe.

"How long was I out this time?"

"A few seconds."

I let out a sigh of relief.  
"That's good. So, where were we? Oh yes, your name."

"I'm Valentina. I didn't think stuff like this happened outside of fanfiction…"

"You like fanfiction?" I asked, pleasantly surprised.

"Yeah, I really got into it about a year ago and met a really good friend on the sight."

"Oh? What's the pen name, I might know them."

"Ro-"

"Ersa, get your butt over here! I need your help, he's really heavy!" Kass yelled while she draped the spider's arm over her shoulder; apparently she'd woken up while I was talking to Valentina and took it upon herself to move him.

"KASS, YOU SHOULDN'T BE MOVING HIM! What if he's injured? DON'T DO THAT!"

I broke away from the present conversation and sprinted over to her, rapping her softly on the head with my knuckles and lowering my cousin onto the ground. He was still conscious, so he's probably growing even more confused with all that's been going on. I knelt down next to him and rested his head on my lap. "Spider-man," I started, purposely using his superhero name so he'd be more at ease,

"If you can talk, please say something." He stayed silent, the eyes of his mask looking up at me with a movement behind them once every while when he blinked. "Ok, I'm going to take a guess and say you don't want us calling the hospital, so I'm going to stay until you regain control. Please try to move, but don't strain yourself. I don't have much experience with paralysis but when I was paralyzed I had to focus really hard in order to even curl my fingers…but you seem to have had a bigger dose than me so it may take awhile."

He was still for another minuet, then his fingers twitched. "Good. Can you talk now? "

"I- Yeah… thanks. Where…is the crazy lady who tried to kill you?" I smiled, relived.

"She's over there, taking a nice nap. Kass," I said, motioning her over, "will you find something to tie her up with? I don't want her getting away while we have our backs turned."

"Wait," Valentina started, "she tried to kill you?!"

"Yes. Not really clear on why, other than the fact that Kass annoyed her…"

"Hey! I annoy a lot of people and they've never tried to kill me before." she huffed.

"Hm. Maybe if they had you'd learn to annoy me less…"

"Don't you go getting any thoughts in that smartie-smart noggin of yours, Linzy." She warned, looking a little scared for some reason. I smiled sweetly.

"Whatever would you mean by that, my friend? My thoughts are filled with nothing but books, puppies, and rainbows."

Her eyebrow twitched.

"Somehow I'm not surprised…"

I took the chance to laugh loudly.

"At what, the books or the puppies?"

Spiderman moved then, and pushed himself up off the ground.

"And just how do you two know each other?"

Oh, right. Amnesia…and I'm talking to Kass like we're old friends. Oops.

"Um…" suddenly losing the ability to speak, I grabbed Kass' and Valentina's hands and pulled them behind me. As I ran, dragging them along, I shouted, "Please make sure Jay-bird gets put behind bars! Thanks superhero dude!"

"Why are we running?!" my old friend and new screamed as I pulled them around the corner.

"Quick, into the backpack!" I yelled, unzipping T.B and diving inside. I raced down the spiral staircase

-that, now that I think about it, really shouldn't be able to exist within a backpack- and waited for them both at the bottom. Kass came tumbling down the stairs while Valentina looked around in awe. Even I still find it awe-inspiring how a whole warehouse can exist inside of a single backpack. "Why are we-" "Shhh!" I scolded, holding my finger up over my mouth. We waited until I heard T.B tell me he'd gone.

"Alright, we can go now." I climbed back up the stairs and stepped out on the street, stretching my arms and looking around. "Hmm. Aunt May's is not an option, since the rest of the team is going to have to live there later. You guys up for a hotel or an apartment?"

Kass' eyes lit up and she grinned. "Ooh! We should get a house, like last time…one right across from yours; we can be neighbors!"

"No kass, I was thinking somewhere other than where Peter can see you and become even more suspicious of me. At least this way he can't approach me about today without revealing that he was there."

"But I want to meet Iron fist and hug him!"

"Wait a second, a house? I can't stay here!"

My eyes widened and I swiveled around to face her. "Where are you going to go then?" I asked quietly, suddenly feeling demure.

"Home, of course! You'll send me back, right?"

I turned around and looked her dead in the eye.

"Valentina, why do you think we are still in a different universe after all this time?"

She tilted her head, uncomprehending. "Because it's cool?"

I shook my head and my short hair swished from left to right. "No. We… can't leave. It's uncontrollable…It just happens. We can't even send ourselves back home, Val. I wish we could…but…" I sighed. "The best I can offer is for you to stick by us. Once we "universe hop" again, maybe we can get you back home…but that's all I've got. I'm so sorry."

She looked heartbroken.

(Awkward silence.)

"But…"

Kass breathed in shakily, and attempted to smile.

"We'll figure something out, right? After all, Jay Bird had a device that was meant to put us back in our universe. That means it's not impossible to get back, right? There's still hope!"

I looked at her, tears pricking my eyes. After a VERY stressful past few hours, hope was a welcome thing, and Kass always said something empowering when you least expect her to.

"And then we can eat pizza!"  
And…she ruins it. Aw, well. The moment was great while it lasted.

"Right, kass. There's hope. And… we can have pizza."

"YAY!"

And with that the veil of depression was torn and our light mood returned, if only for a little while. I was still dreading facing my cousin, though… that's gonna be awkward.

A few hours later (after much stalling)

"And where have you been?" Peter asked suspiciously as I walked through the door.

I shrugged, had a 'why not tell the truth and see how that goes' moment, and began ticking off events on my fingers as I listed them.

"I went to the grocery store, got distracted when Spiderman came crashing through the window, exchanged witty banter with said spider/man, had a few memories from my past resurface, met a friend from said past, got attacked by a freaky lady from, again, said past, almost died by the hand of said freaky lady, saved Spiderman's life, got freaked out upon by a girl from a different universe (give or take), found said girl a house, took the bus home, entered door to said home, got hounded on by overprotective cousin in doorway of said home…" I trailed off, shrinking under his unamused gaze.

"what?! Ok, fine. I went to the grocery store and DIDN'T see Spiderman, OR a supervillan, OR a girl from a different universe, and accidentally forgot the groceries. Buuuutttttt- the part about my memory is true! I remembered a friend from my past, Kass Sand. We went to the aquarium together and got on the wrong bus on the way back. That's one adventure I'll _never_ forget again…" _(*cough* see story: Universe Hopping_ _101:Firebreather *cough* shameless advertising_,_ *hack!*)_

He just stared at me.

"What? You want to say something? Spit it out!" There. That stumped him. He couldn't say anything about the true story without letting it slip that he was there, and then he'd be afraid I'd jump to the "right" conclusion. And he couldn't say anything about the other story being true without lying, which he tries to avoid doing as much as possible.

"That's what I thought. Night, cuz." I darted around him and ran upstairs before he could think up a reply. Just as I rounded the corner the world was suddenly shaded black and white, and I had the strangest feeling that I should be frozen. Then I heard Peter talk to himself, just like he does in the show.

"Is it possible…that Linzy has secrets of her own?"

* * *

**_I'm_**_** not entirely happy with the ending of this chapter, but I can live with it. **_

_**Please review! Especially if you have anything to critique, or even if you just want to say hi!**_

_**-R.E**_


	11. Chapter 11

**_hey everybody! _**

**_This is by far the longest chapter I have ever written, over 3,500 words. i'm super proud of it!_**

**_it covers the entire first episode, so give me a lot of feedback!_**

**_T_****_o be honest, i'm a little nervous at to how it is going to be received by you guys, since it is so long. _**

**_please let me know what you think!_**

Chapter 13

"_I KNOW YOU'RE OUT THERE, YOU WALL CRAWLING MENACE!"_ Jameson bellowed from the TV in our kitchen, causing me to drop my spoon and splash cereal all over my blouse."_IT'S THE DUTY OF EVERY NEW YORKER TO REPORT THE ACTIONS OF THESE MASKED MISCREANTS, SO LISTEN UP!"_

I sighed and lowered my head onto the table. Peter had left a little over ten minutes ago, and the season apparently had just had its first in New York a plasma screen TV has a so called, "masked miscreant" lounging on it, and he is about to begin his first official monologue. Picking up my spoon and listlessly stirring the milk, I tuned my ears back in to JJ's rant. "_AS LONG AS J. JOHNA JAMESON IS CEO OF DAILY BUGEL COMMUNICATIONS," ' Geez,' _I thought, 'D_oesn't that guy ever get tired of hearing his own voice?!' "I WONT REST UNTIL NEW YORK HAS SEEN THE LAST OF SPIDERMAN." _

I smiled as I imagined that big screen spazzing out, then quoted, "and a good morning to you, J. Jonah loud mouth!" …hopefully in sync with my cousin. I giggled for a moment before stopping abruptly out of habit.

I pushed my chair back and grabbed T.B from the floor before rushing out of the house. "Bye Aunt May!" I called over my shoulder. "Bye dear! Remind Peter about the cake later, would you?" feeling guilty I kept running, pretending as if I hadn't heard her. On one hand, the cake was the last straw that pushed Peter onto his path to being the "ultimate" Spiderman and forming his team. On the other hand, it caused him to doubt himself and become depressed for a while. I… wasn't sure how to deal with that. Should I change it, or leave it be? For now I'll just have to play it by ear. Biting my lip I walked down to the bus stop and boarded. I usually left before Peter, but today he'd gone ahead of me in order to pick up uncle Ben's cake. Or at least, that was the plan.

When I finally arrived at school the bell had already rung, so I high-tailed it to my homeroom; ever so happy I didn't need a locker. Wait. Locker…

I slowed down to a trot and passed Peter's locker just as our favorite cameo'd creator let him out after Flash's "locker knocker time" scene. "What, again?" Stan asked in an exasperated voice. "You should punch out that big goon. Stand up for yourself, boy!" I stared, amused, as Peter started inching out and away from the locker with a wary expression on his face. With a roll of my eyes I grabbed his arm and pulled him away, then we both started walking. I threw a tiny wave over my shoulder, then winced as Stan lost his fight to a broom and got conked on the noggin. I duly noted that, at some point, it might be beneficial to ask Stan what he knew about my…uh…predicament. Maybe it's more common then I think..? Nah, I doubt it. Better scrap that idea…meh.

In mutual silence, Peter and I made our way to class.

~At lunch~

As I was piling my tray with Jell-O and something that might be meatloaf, I overheard harry talking to my cousin.

"Dude, locker knocker time again? Thompson's such a tool." He smiled widely at the lunch lady and moved on, still keeping his attention on Peter and their conversation. I moved to follow them as they walked back to the table and started eating.

"If that's the worst thing that happens to me today, I'm coming out ahead." Peter commented.

I, up until that point, had begun wolfing down my food as fast as possible. But as soon as I heard that line I pushed my tray off the table and prepared to move. Seconds later Peter tensed, and the world went still.

_"Remember when I told you about spidey sense?" _Everything faded away into grey hues, and I watched stunned as a safe fell on chibi Spiderman's head. "_This time it's kicking up a storm!"_

_'I can see his day dreams now?!'_ I thought in terror.

_'I guess I really was supposed to be frozen last night! Geez, am I frozen now?!_' I tried to move my fingers and could do so no problem.

'_What the heck is going on..?'_

The world came swooshing back into action and I let out a small scream as Peter grabbed my waist and jumped over the table, tackling both Harry and MJ in the process. I grunted as I touched down, but the floor was…squishier than I expected. Looking down I realized I had landed on Harry, I then proceeded to squeal and blush beet red. Jumping up with a speed only granted by embarrassment, I looked away, trying to focus on the villains who'd just literally bust a hole in the side of the school.

"Attention students!" The one in the middle, Klaw, said. "Your principal has something to tell you." Magneto, another villain, used his gravity-based powers to guide the principal through the gap in the wall and floated him in front of us. I immediately felt sorry for the terrified man. "Students, your attention please. The school is now under the control of the... the…" "The frightful four." Thundra supplied aggressively.

"Uh, there's only three of you." MJ speculated, oh-so-helpfully.

"Quiet!" I ducked automatically as our poor principal was thrown into the wall behind us, and a large crater appeared where he hit. '_I hope he's ok after that…_' I thought eyes wide. It looked a lot more painful than it did on TV…

"These guys are bad news." Peter said, never once letting his eyes leave the three as his inner narration took over.

"_Wizard, master of high tech gadgets." _A man in a purple metallic suit and matching helmet sneered back at me, the dark skin of his face and mustache the only things exposed by his outfit.

"_Klaw, the villain made of living sound."_ Klaw glared directly at me, as if he could hear my cousin think as well. (He can't, I'm not breaking that much of the fourth wall, if it can even be called that.)

And my personal favorite, "_Thundra. Ruthless warrior woman from an alternate future timeline." _He turned to face, well, the camera, I suppose. _"Don't ask."_

_"And trapster- no, wait. I already caught him."_ Finally Peter decided to hit play, the world came rushing back, and wizard came forward to hover above our heads.

"Before the trapster was captured, he learned Spiderman attends this school; and unless he gives himself up, we'll tear this places down, brick by brick." he sounded ominous… that is, until some idiot started to cheer. "we're serious!"

That shut him up real quick.

"Klaw…" right on cue, the villain raised his arm and his clawed hand started to glow. The roof trembled then started to crumble, threatening to collapse on our heads. "so, who is our mysterious wall crawler? A teacher? A student? A cafeteria lady?_(now that's a disturbing thought…)_ they seem reluctant to talk. Klaw, make them listen to reason." I watched in horror as he fired up his weapon, then winced as a powerful sound wave accosted my ears. 'Here it comes,' I thought, anticipating Peter's next move. If I timed it just right…

"STOP IT!" we screamed simultaneously , and everyone in the cafeteria turned to look at us. "guys, NO!" MJ yelled. "Huh." He chuckled amusedly. "Definitely not Spiderman." Peter looked offended, while I merely offered a 'well duh' face.

"I'll crush the runts!" Thundra growled, clenching her fist.

"Don't crush them; make them an example of them." We both fell to the floor, screaming, as high frequency waves assaulted our ears once again, this time way worse than before.

"AHH! SHUT IT DOWN, I'LL TALK! I'LL TALK!" Peter pleaded, and the machine powered down. I stayed where I was, cradling my head on the floor. That definitely hurt WAYYYYY more than I expected! How is he even talking? Ow ow ow!

"Well? You have something to say, boy?" Wizard demanded and Peter spoke again.

"Listen up. Everyone needs to hear this." He then covertly grabbed a lunch tray off the table and threw it while crying, "FOOD FIGHT!" at the top of his lungs. After that, everything erupted into chaos around me, and food flew towards the villains from every direction. Thankfully I was able to dodge most of the food after I recovered enough, but Thundra wasn't so lucky. Gobs of the stuff clung to her face and hair, and a bowl of… milk, I think, came out of nowhere and slammed into her face.

"oh no, now she looks really mad. I should probably move before I get into her line of fire… Man, my ears are still ringing from that! I can't even hear what's going on…"

Meanwhile, oblivious to my near deafness, Peter had taken the food fight and used it as a distraction to change into his suit. '_I still can't understand how he bears wearing that thing under his clothes every day…_' shaking my head to clear my thoughts, and hopefully the ringing in my ears, I scrambled away to the safety of a near-by table. Or, at least, I _tried_ to. Sadly, Wizard had other plans. He decided to use me as one of his "floating hostages"… and I couldn't even fight back since I was floating in midair, completely surrounded by other people , and unable to hear much more than a quiet murmur beyond the blaring going on in my brain.

I didn't even notice spiderman had saved us until I was hurtling toward the ground.

"oofh-" I landed hard. All the air was knocked out of me in an instant, and my mind blanked. It was hard enough thinking with everything going on around me; my ears HURT, and the ringing had only intensified when I fell. I grimanced, perfectly ok with staying on the floor, but some random kid pulled me up to my feet and twirled me out of the way of falling debris. I tried to attempt a thank you, but I couldn't tell if what I'd said was audible or not, and ended up falling over again. Slowly, the beeping quieted and faded, until only a little white noise was left to affect my hearing. "Linzy!" I heard Peter's muffled shout, and he suddenly appeared over me. '_oh yeah,'_ I thought, '_I'm lying on the floor…' _ slightly disoriented, I pushed myself up with my elbows. I tried to ease him, but what sounded like: "I'm fine Peter. It's Harry you should be worried about."

Really sounded like: "H'ime fin peta, 's hrry ooh shood beh wor'ed 'bout.." to him.

He gave me a worried look and helped me to my feet.

"What's that about- Harry!" he took off running as soon as he saw his best friend unconscious on the floor. Yeah, I might've missed that part actually happening since I was having sensory overload…or underload…or… something… but I still knew.

I sighed in frustration. "It's been such a long day…"

With a frown, I gazed off after the web-head.

I knew he would go to the hospital after we were released. I knew he'd forget the cake because of what happened. I also knew he would be devastated. I groaned and allowed my head to roll backwards. An Idea had begun to form. It was incredibly stupid and reckless, but…

"Man, I'm gonna get in so much trouble later!" I whispered under my breath, gritting my teeth as I turned and fled the scene.

It took me forever to find the cake shop. T.B. had to go over the directions in the GPS ten times before I could even remotely begin to understand them, being the incredibly technology-disinclined girl that I am. Ironically, the one he led me to was the exact same shop the police car rammed into earlier in the episode. I could tell because the moment I arrived, the repairmen were replacing the glass and cleaning up the inside. As I approached my eyes widened at the amazing progress they'd already made. The shattered glass and brickwork had already been cleared away, and a beautiful new window was just about sealed into the storefront. The name of the shop, which couldn't really be seen in the episode, was clearly written in fresh red paint. "**Romita's: fine cakes and pastries**". As I walked closer, the repairmen drilled a hole in the doorframe and attached a small brass bell, then stepped back to allow me through. "Are they open?" I asked surprised at his action. He simply nodded and said, "They told me to let people in as soon as we were finished. Go on in." I smiled in thanks and entered the store, the new bell tinkling in a quaint way as I passed. "Welcome! What can I help you with, young lady?" an old man, probably the owner, asked cheerfully. He had fine white hair with traces of blonde, and a genuine grin stretched over his weathered face. "Oh, um… I'd like to buy one of your cakes, sir." I replied, cocking an eyebrow at the man's strange dress. He was in a lime green pantsuit with orange stripes running diagonally down from his shoulders to the hem of his trousers, and if that wasn't strange enough, held a cane shaped to look like a carrot stick. I bit back a chuckle.

"Well, you've come to the right place! What sort of cake are you looking for? We have only a few left, I'm afraid to say, but I'm sure you can find something to suit your needs!" I cracked a grin, instantly appreciating the distraction from my day. "Um, anything really. Do you have any simple cakes?" he smiled and snapped his fingers. "I have just the thing! Here, I'll just set them up on the counter for you." He disappeared into a back room for a moment and I tapped my fingers on the table. "Here we are!" he exclaimed, emerging from the back with four cake boxes balancing on his arms. He set them down on the checkout counter with a flourish, and I smiled again. It was like he knew I'd had a rough day and was doing everything he could to cheer me up. Or maybe he was trying to cheer himself up; I mean, his shop did get destroyed earlier.

"I have a four layer chocolate mousse cake, a two layer angel food cake with a _generous_ amount of strawberry slices in between layers, a vanilla cake with M&amp;M and Reeses frosting, and a single layered chocolate cake with a few butterscotch kisses mixed into the batter."

I froze up when I realized I had no clue what kind of cake I should get. "Um… could you give me a recommendation? I don't know what they'd like…" especially since I had no clue what Uncle Ben's favorite kind of cake was…

"Of course! Personally I love the angel food cake, which was one of the first recipes I ever learned. Though, my wife Romita baked the chocolate cake with the butterscotch kisses, and that's most likely to please a sweet tooth…"

"um, I'm allergic to strawberries, so I guess it'll have to be the chocolate. How much is it?" "That one's fifteen fifty normally, but since you're such a nice girl and my first customer today, I'll give it to you for ten fifty." "wow, really? Thank you!" I paid quickly and took the cake, smiling pleasantly as I gave my goodbye and stepped onto the sidewalk. "Have a great day, miss!" "You too!"

With a smile that lasted until I approached our street, and got there just in time to follow Peter into the house. As soon as we entered, Aunt May was on top of us. "Guys, Are you ok? I heard there was trouble at your school." Inwardly I sighed. Of course, I got here just in time for ANOTHER monologue. Peter's head whipped around and I stood shock-still in the doorway, the doorknob still clenched tightly in my hand. "_I know what you're thinking. Spiderman lives at home with his doting old aunt? Loser!"( _I was not thinking that.) _"…Think again. My Aunt is pretty cool. She works all day, and Monday nights she's at yoga. Tuesday it's French cooking; Thursday: bowling. Her full schedule lets me come and go as I please. Of course I have to keep the spidey stuff on the down low, there's no way she would approve of her "little Petey" mixing it up with super villains."_

I bit back a groan. '_Geez cuz, why do you have to talk so much?!'_

"Those psychos never touched me, Aunt May."

He shot me a glance, prompting me to go along with it even though I almost went into a sound-induced coma earlier. I frowned at him, then turned to our Aunt and smiled. "Right. We're ok." "Are you sure, dear? You're ok?" I nodded and held still as she checked me over. Peter decided to freeze-frame again while she was coddling my face. "_Now Linzy, she's another story. She randomly appeared on our porch one day, knocked out against our handrail. The girl's a cousin to me, but we really know nothing about her." _He paused for a moment and I saw the white outline of the camera move closer to me, as if it were zooming in for a close up. I winked, imagining the surprised faces of anyone watching. _"The other day she literally went up against a supervillain and almost died, and to top that off she was talking to this other girl as if she'd known her forever… but I can't even say anything about it since I was Spiderman at the time and shouldn't know any of it happened." _He raised an eyebrow at me, then continued. "_Still not sure how I feel about that."_

Everything switched back on and Aunt May spoke. "You know what? If we had Norman Osborne's money, I'd put you both in private school immediately." I smiled, then set my bag down by the door. "Yeah, that'd be sweet. Hey, when's dinner?" Peter asked casually. "It's almost ready." She said, taking the salad bowl to the table. " Put the candles on the cake." Uh oh…here it comes… "Cake?" he echoed, letting his bag drop to the floor. "Yes, the cake you promised to get in the city today. Ben's favorite." She turned around to see my cousin bending over the table, looking defeated. "You didn't get distracted again, did you Peter?" He sighed. "Um, I'm sorry aunt may. I guess I…" "Hey guys?" I interjected, holding out the object in my hands awkwardly. "I kinda guessed this might happen, because of everything that happened today, so after school I went and picked one up. I didn't know what kind to get though, so I grabbed this. I hope It's ok." Yes, I knew I was taking a big risk here, and yes, I knew it could backfire horribly. But… I already knew what was going to happen. I could change it for the better… at least; I'm hoping it's for the better. Aunt May took the cake from my arms and opened the lid. "Linzy, it's perfect. Thank you!" she grinned at me, taking the cake into the dining room to get the candles." I turned to Peter, but he was nowhere to be found. I let my eyes wander to the stairs, and then took off after him. I knocked quietly on his door and went inside. "I'm sorry, Pete. I didn't remind you this morning to get the cake, so I ended up getting a cake he may have hated. I know how important he is to you guys." He looked up from the picture he held in his hands and offered a weak smile. " no, it was my fault, Linzy. It was important to me, but I forgot anyway." "hey, the only reason I remembered is because I got lost on the way back home and passed a cake shop!" he winced. "You got lost?!" oops, wrong excuse. Now he feels even guiltier. "You're missing the point! It's not your fault, so get off your butt and come down to dinner where a large chocolate –caramel cake awaits!" I grabbed his hand and pulled him downstairs.

After dinner

I crept down the hall and pushed my ear up to the door. No, I'm not some crazy stalker. I wanted to see if anything had changed. I heard muffled voices on the other side of the door.

"…The way I see it, you can either accept Fury's offer and take advantage of his training and tech, or keep fumbling along like a clueless rookie and have Linzy picking up the pieces behind you. What's it going to be, Spiderman? Are you…" I pulled away from the door and paced back to my room. I'd heard enough. Apparently I'd only eased his conscious a little. That was good, I guess. I exhaled sharply. So much for changing things…

* * *

_**REVEIW!**_

_**...please?**_


	12. Chapter 12

**Yes! after a full week of slaving over my keyboard, I've finally finished this chapter! **

**And guess what, this one is over 6,000 words long! That's twice the length of the last one! **

**Oh, and did you see the new cover art? **

**I made it myself :3**

**Also, I'm dedicating this chapter to all those awesome people that reviewed.**

**TheFemaleBen10**

**Mep (Guest)**

**spize666**

**grapejuice101**

**fanficaddict246**** (by the way, your name speaks to my soul!)**

**you guys are awesomeness impersonated!**

**And I specifically want to thank grapejuice101 for pushing me to finish this chapter on time!**

**Without your Pm's I'd probably have procrastinated:)  
**

**On with the story!**

Chapter 14

I pulled the covers back and tumbled out of bed, nearly ramming my knee into the bedside table in my rush. I knew it was still too early to get up for school, but I was out of my mind, worrying about Kass and Val since I'd not heard from them at all in 24 hours. Valentina, I wasn't fretting about too much, since she seemed like a sensible girl; But I knew just how much trouble Kass could get into and didn't need a repeat of when she'd jumped on Troy's head and dragged me into her parkour race. I'd only survived THAT because I'd been morphing into a kaiju and had enhanced strength and agility that I don't have now. I growled at the thought. I'd really LIKED being able to fly...

The house was still dark when I finally managed to get downstairs. I scoured the living room quickly, then grabbed the phone from its cradle as soon as I saw its bright green numbers illuminating a corner of our sofa. I sat down right where I was and proceeded to dial their house's phone number.  
It rang.  
And it rang.  
It rang twenty successive times before I rolled my eyes and firmly punched in the number again.  
This time I got the voice machine.  
"Kass, wake up! "  
... I waited for a while, then:  
"I have cookies!"  
There was a rustling sound on the other side of the phone, then a click.  
"Yes, hello, wherearethecookies?"  
I sighed. "There are no cookies; I was trying to wake you up."  
"...you are evil."  
"...and I expected that response. Mornin' sunshine!"  
She huffed into the phone, then woke up enough to realize who she was talking to.  
"Linzy? Sheesh, Ersa, why are you calling me at 4 o'clock in the morning?"  
(A/N: By now you've noticed that Kass calls Linzy "Ersa" sometimes, which I assume you're either highly curious about or you've figured out what it means. If you think you know, kudos to you. If not, I'll keep dropping hints since I think it's funny. )  
"Oh you know, just checking in. I didn't want Peter and Aunt may overhearing my conversation and questioning the extent of my," amnesia". "  
"Ok, you seriously need to fill me in."  
"You too!"  
"...you first. I'm all ears."  
I sighed. I knew Fury would have eyes and ears everywhere at our house later on in the show, but I didn't know about presently. Should I really spill everything indoors?  
"One minuet, Kass."  
I decided not to, since its better safe than sorry. With feigned urgency I crept upstairs, grabbed T.B off the floor then crept back downstairs and slipped out the door before he could ask what was happening. In the yard I came to a halt and mentally addressed my backpack. 'T.B, can you do a scan to see where the nearest area that's not monitored by Shield is? I need to be where they can't hear me on the phone."  
He was silent for a moment, then he gave a mental nod.  
"There is a particular spot on the roof that should be safe..."

So I spent the next half hour sitting on my favorite slope of roof, chatting with my friend about everything that'd happened to me so far, and in turn she regaled me with tales of her inprisonment. Joy.  
"...I don't think I've been here as long as you, though. As soon as we left RC9GN you landed here, but I got stuck somewhere in between because Jay bird came outta nowhere and grabbed onto my foot. It must've messed something up, because when we finally did arrive she knocked me out and I woke up a few days before I escaped, and you said you've been here for months!" "Wait, seriously?" "Mm hm!"

I shook my head, then stopped when I realized she couldn't see me. "That's really weird. She...she didn't hurt you, did she?" Kass hesitated. "Nah, only verbally. She threatened me a lot." "I'm sorry. I wish I ..." I trailed off. There wasn't much I could've done. I glanced at my watch. "My time is up; Aunt May should be getting up any minute now to start breakfast. Bye Kass, Say hi to Valentina for me. Oh, and if you need me call my cell. It's..." I rattled off the number then hung up. With a sigh, I scrambled off the roof and snuck back into the house, managed to get back to my room without anyone seeing me, climbed back into bed for another half hour before I had to get back up, and slept.

"Zzzzzzz...zzzzzz...zzz..."  
"Linzy wake up!"  
"Zzzzzzzzzz...zzzzz...zzz.."  
"You're gonna be late for school!"  
"Zz...zzz...zzzzz-whhhhhaaaa!"  
And I woke up suddenly as a foot pressed against my face.  
"What the heck Peter?!" I snarled, grabbing his foot with my hand and shoving him back. He stumbled a little, but smiled at me despite it. "You slept through your alarm. Aunt May sent me up to wake you, and I had to take a different approach."

"Gee cuz, what would I do without you." I asked dryly. "Be late to school. Sooooo… you're awake now. Bye!" Then he swept out of my room like Loki was on his tail. Except that it doesn't really work since he hasn't met the freak yet. Eh, it's confusing. I forced myself to get up, dreading having to brush my wild hair and pick out yet another outfit, so I merely pulled on jeans and a t-shirt while slapping my hair into a ponytail. Well…really it was a nub, since my hair's so short, but I can live with it. Once I got downstairs Peter had already disappeared; and I remembered that most of this episode was taken up with him hanging out at Shield. 'Whelp, I guess I wont be doing much today.' I mused, forgetting that T.B was on my shoulder; so it came as quite the surprise when he suddenly spoke up. _"erm,well, not quite. I've actually been planning something for you for a while now."_

"…what do you mean?"

"_well, ah… I think it'd be easier if I just showed you. You have good improv skills, right?_"

"um, kinda..?" What a strange question…

"_Great. Someone important is going to call your phone. Make sure to introduce yourself as your Non de plume, ok? In 20..19…18-"_ My eyes widened and I hastened to get my cell phone out. "Wait, what do you mean? What's happening?" _"Just go with it, 17…16…15…14-"_ "but I-" "_5, 4, 3,2, 1-"_ The cellphone in my hand started to ring, and I struggled to get ahold of myself. What do I do?! "_Answer it!"_ T.B snapped, and I screeched before answering the phone. My non de plume, huh?

"Hello?" I answered, lowering my voice a bit to sound more serious.

"May I ask who is speaking?" Asked a deep, almost familiar voice on the other line. I spared a glance at T.B. '_say, R.E' _he whispered, and I nodded.

"R.E"

"Hello, ma'am. This is Nick Fury, Director of Shield." I nearly gasped. Why the heck is Nick Fury calling me?! "Agent Coulson gave me the number you left after you saved his life last week, and he insisted I call you. After all the times you've saved all our hides lately, I'm interested to see if you'd like to be a part of an… experiment of sorts."

I gulped. Ok, I have no clue what he's talking about. Improv it is.

"I'm listening."

"I'm forming a team of new superheroes. I'd like you to join them."

Whaaaaa?!

"Pardon? I'm not exactly what you'd call a "team player"." I said, eyes wide, struggling to keep my tone strait.

"That's not how I see it. I see a potential great, a new type of hero with brains and brawn. How about we discuss this more in person, then you can understand the extent of my offer before making any decisions." I hesitated. How is that supposed to work?! I'm no super hero! T.B gave me a hesitant mental smile. _'Well, that's not entirely true either. At least meet with him. I'll take care of the rest, ok? Trust me.' _

I gave an inaudible sigh. Yes, trust the talking backpack. What is my life coming to?

"Very well, Director. Where and when?"

Director Nick Fury was having a surprisingly good day. Spiderman had agreed to join shield and was currently busy with his training, and the ever elusive R.E was coming to the helicarrier to chat about her possibly joining as well. Originally the plan had been to only have the five teenage heroes he knew the identities of, but that had changed when a mysterious figure began to show up at the times Shield needed help the most. They hadn't even known anything about this new unofficial aid to their forces until she saved Colson's life and gave her name. Or rather, her Initials and a phone number written on a card.

And so the Agent brought up a valid point.

She could be trusted, and even if they've yet to discover her true identity, her loyalty was already proved unwavering.

Or so he said.

Personally Fury was doubtful; he was sure it was a teenager they were dealing with according to records of her physique, yet she proved to be a worthy adversary in hiding who she is. Even the phone number she left was highly secured; Shield couldn't even crack trace it. What kind of teenager had that kind of tech in her arsenal? He was about to find out.

"Ok, now explain." I snapped as soon as he'd hung up.

"_Linzy, it's not that hard. I did some research a few months ago and collected as much information about this show that's possible. I realized that even if you were a part of the Parker family, you wouldn't be involved enough to actually see a lot of the stuff that goes on in this universe. So, I took some liberties and created a superhero persona you could identify with. Using some machines and a lot of biomechanics, I created a suit that can pretty much sustain anything. It can also mold your biomass into a more… physically able unit, and has many tech savvy gadgets that could be useful for a superhero." _

_"_Ok, number one;is that a thinly veiled attempt at calling me fat? And two, how is it possible I saved agent Colson's life as a superhero when I didn't even know about this until now?!" "_You were asleep."_

"I was…asleep." _"Yes; and you may have experienced strange nightmares or dreams because of it, but it was necessary to accustom your body to the suit. If I had not exercised you in it while you were unawares, it would have been too much stress on your body and mind to handle. So I controlled the suit manually and set up this marvelous adventure for you to take part in. I'm… sorry if I surpassed my boundaries. I was just trying to help." _I sighed, uncertain of what I should say. On one hand he'd made me a superhero suit and apparently powers, but on the other he was a talking backpack who'd taken control of my body for who knows how long. It was kind of creepy, quite frankly. So, instead of replying, I got right down to business. "Show me the suit."

When I reached into the bag I had expected to pull out fabric, maybe armor, but instead I pulled out a chocker necklace that looked like it could've been bought at a department store.

"Are you _enjoying_ messing with me?"

If he could've T.B would've rolled his eyes.

_"I'm not messing with you, now put on the necklace."_

I shot him an incredulous look then clasped the thing around my neck.

"Ok, now what?"

_"Tap the rectangular pendant on the front that looks like mother of pearl."_

I pressed my finger up against the accessory, and then gasped as it began to heat up. The mother of pearl pendant melted and seeped over my skin; expanding and stretching until it covered every inch of my body in a skin-tight suit. Then it began to constrict. It felt like the suit had wheedled its way into my muscles and was burning them. I wanted to scream, but the mask now covering my face denied me the ability. The sensation lasted for a few more seconds, then everything was different. My body no longer felt bulky and heavy, but light and powerful; my physique had changed completely. The milky surface of the suit then began to glow, and swirling jagged patterns colored lime green and dark purple appeared and settled on it until they were stationary.

The transformation was complete.

"What…was… that?" I stuttered, staring at my dainty new hands and long, toned arms.

_"That was the nano bots and body mass synthesizers in the formula. They work together to disguise you while also heightening your physical capabilities and enabling you to do things you've never dreamed possible. There's even a voice modulator to ensure your cousin does not recognize you when you inevitably meet, as well as thrusters on the soles of your feet."_

My eyes widened.

"So what you're saying is that if I wanted, I can fly and do parkour again."

_"Yep!"_

"And all that pain was the body mass synthesizers changing my fat and stuff into muscle?"

_"Yup. Good inference."_

"…Wow…"

"_Wow is right! Are you willing to forgive me now?"_

I held my tongue and was silent, thinking.

"…If you can get me out of school for the day so I can practice using this thing, then yes."

_"That can be arranged."_ Tb said with a sly tone to his voice.

"Awesomeness. Let's go!"

With a spring in my step and a smile beneath my mask, I realized I'd never felt so…healthy before. I'd always been overweight, and to have this new freedom was astounding. Grabbing T.B off the floor and going to pull him over my shoulders, I hesitated. How would I go gallivanting across the city with a giant backpack weighing me down? He noticed my conundrum. _"Oh. I know. Hold on a second…"_ The backpack started to shake, and then turned inside out. It had somehow become a fanny pack.

"Um…"

_"I know. It looks better than you'd think." _

"…Ok…"

I figured, hey, it's not the weirdest thing to happen today.

"Let's go."

"WOOOHOOO! OH YEAH, FLYING, I LOVE YOU!" Enjoying a nice breeze is one thing, but soaring at high speeds hundreds of feet above the highest building really gives you an adrenaline rush. Especially when you're in your first superhero suit, about to fly into Shield and meet Nick Fury and ultimately(ha, clever word choice) the team.

_"Um, Linzy? I know you're having a great time and all, but we're about to enter Shield airspace so you might wanna cork it, ok?"_

"Aww!" I wanted to argue, but I knew the task at hand was integral to my future here; so I quickly replaced my joy with seriousness and got ready to go in.

"_Ok, let me take over for a little while. We need to get inside undetected, and I'm not entirely certain you'd be able to do it with only a day's worth of practice, yet alone a few hours."_

I sighed, then resigned myself since I knew it was true.

"Alright. Get me in, then back off. I want to do the rest myself, ok?"

"Yup. Here we go…" The suit angled itself towards the helicarrier which could be seen vaguely in the background. I watched my hands as they shimmered then blinked out of existence, along with the rest of my body. Stealth mode brought a whole new definition of awesome to the table.

As we approached the giant carrier, I could feel subtle apprehension building in my mind. I took a deep breath to calm myself, then watched as we flew around the helicarrier in search of an entrance. Somehow we made it inside, and T.B retreated so I'd have control again. It took a while for me to make it to where Fury was, but I was rewarded with a familiar scene. Fury, White tiger, Iron fist, Nova, and Power Man were all watching Spiderman in his training session. Though I could've sworn I was too late for this, a check with T.B told me that it was only 8 o'clock. Had we gone through a time loop or something? Eh, who even cares anymore…

My thoughts were disrupted when I heard Fury chuckle, and I snapped back to attention when Power Man spoke. "I completed mine in under 18." He said, referring to the battle simulation my cousin was currently partaking in. "There's no discipline to his fighting technique. He's just thrashing around hitting things!" White Tiger added a bit harshly, but not misguided. She continued, "But Fury says he's good for the team." "Why is Fury testing a new candidate?" Nova demanded as he came running up. "I didn't approve this!" I bit back a chuckle at his tone. What a dork. "Look who thinks he's still in charge. That's so cute." She remarked sarcastically. I kinda zoned out for a while after that; to be honest I was thinking about how to make the biggest yet unexpected entrance I could. Maybe I should see if T.B has fireworks; nah, that's a little too big, I think. "…helicarrier for a month if he makes It." oops, I missed a lot of that conversation; I'd better start paying attention. "Toilets too?" Iron fist asked, and White Tiger nodded. "Toilets too." "You're on." "I'm in." "Heh, me to!" I decided to intervene; Now's a good a time as ever

"Betting, huh? Isn't that a bit below your stations?" I asked as T.B turned off stealth mode and revealed me to the five. They all reacted at once. "Ahhh!" "Intruder!" "Hello." "Where did you come from?!"

Fury simply turned around, not surprised at all. Or, if he was, he wasn't showing it. "Ah, R.E. I was wondering when you would show up."

"Hello, Director. I hope your offer still stands, now that I'm here. Your team doesn't seem very… welcoming. I'm afraid they might object to your decision, especially after everything I just heard."

"Trust me, they have very little to do with my decision making. One moment," he turned, then pressed a button. "Next!" The Spider's voice filled the small area with an air of cockiness. "Web parachute test, red button. See you tomorrow." The director replied, then he turned off the screen. "Sorry, had to take care of that. Now R.E, have you considered my offer?"

"Fury!" "What offer?!" "I didn't authorize this either!" "hm…"

"Yes sir. I have no intention of denying your offer, but do have a condition. Nothing you can't handle, of course."

"Shoot."

"I'll tell you who I am, but only if you keep it confidential from the others."

"What?" The man asked, taken aback; He hadn't expected me to actually divulge my secret to him. I guess I could've held it over his head, but he'd have figured it out eventually. He's Nick Fury, after all.

"You heard me. I'm willing to let you know my secret, but only so you'll trust me. Other than you not telling or even hinting at it to the others, I have no conditions."

He was stoic for a while, thinking it over. Then he held out his hand. "I accept your condition. Would you like to try your hand at the simulation room now, or later?"

I took his hand in my own and gave him a firm handshake. "Now's fine. I'm already here, after all."

I smiled under my mask. "Besides, it'll be fun."

I walked confidently into the room that Peter had been in moments before. New robots were already aligned on the walls, ready to be destroyed.

Fury's voice came over the speakers, and I prepared to engage the enemy.

"This exercise will gauge your efficiency against superior numbers. Disable all attackers. You have 60 seconds on the clock. FYI, Captain America did it in ten." "What? No way, he'd never take more than seven seconds for only seven robots!" "You think you can do better?" he laughed, and the robots started to move. "I hope not!" I cried, reaching into T.B fanny pack and drawing out a pill shaped capsule. I pinched the edges and it grew into a long, slender staff. T.B had convinced me it was made out of stuff tougher than titanium, but it was hard to believe until it sliced through three of the robots as if they were made of butter. I'd like to say I was nonchalantly dominating the rest of the fight, but I was really taking everything seriously. T.B acted like Iron man's computer and told me battle skills and the weak spots of the robots twenty times quicker than would be possible if not for our weird mind link thing. I finished only after I was certain to have passed at least 19 seconds, in which I did a dainty backflip and used the thrusters in my feet to melt the robot's head off. "Well, what's my time?" I asked, scraping melted robot off of my boot. "…I can't believe it!" I heard White Tiger gasp in the background. Finally fury replied. "13 seconds!" "What?!" I almost screamed. I had even tried to take my time! How on earth could that eternity have only lasted thirteen seconds!?

"That's impossible!" I said, shaking my head as I walked back into the control room.

"It would seem otherwise, my friend." Iron Fist counseled, placing his hand on my shoulder. "I only achieved a time of twenty seconds. You have proven yourself more than worthy of our team, in my opinion." I inclined my head, since he couldn't see if I smiled or not, and thanked him. He returned the gesture, then turned to the other three. Nova looked down his nose at me, then snorted. Yup, definitely a dork. White tiger shook my hand and gave a similar response to Iron Fist's. Power man simply slapped me on the back. "Cool shades." I commented, and he smiled. "Well, now that you're all getting along," Fury began, casting a warning look at Nova, " I think it's time you all head to class. R.E, do you have somewhere to be?"

I shook my head. "No sir, not today."

"Good. Let's get to know each other, then. Follow me, I'll find a conference room we can use."

I padded along behind him, absently watching as shield personnel passed us in the halls. _"T.B, how do I take off my mask and not the whole suit?"_ I asked mentally, feeling a little nervous. '_you just trace around your neck with a finger. It causes the nano bots to retreat from that space back into your suit fabric. Linzy, are you sure you want to do this? I can tell that you're nervous.' "Yeah, I am, but if Fury doesn't find out now he'd find out in the future. Just make sure you make a scan when we get there to check for bugs or cameras. You…can never be too careful." 'well said.'_

I sighed, and followed Fury in when we arrived. "_Is it clean?" 'It is.' "Good."_

I turned and faced the director of one of the most powerful organizations of this world.

"I'm pretty sure you already know my face, so I'll get this over with quick and we can move on to explanations." I put my index finger to my neck and traced a connecting line all the way around. My mask felt as if it were melting off my face, and as it blended in with the collar I had traced my hair proofed out as if it were breathing after a week of holding its breath.

I lifted my head and looked him in the eye, slightly impressed by myself for making him have such a confused, awed expression on his face.

"I'm Linzy Parker, and I'm Rosezelene Ersa."

Meanwhile, at school…

"Mr. Parker, have you seen your cousin today?" the teacher asked as she looked up from her attendance roster. "Um, not since I left the house this morning. She must've gotten sick or something. You know she's not one to skip." The teacher snickered. "Yes, quite unlike someone else I know."

Ignoring the jab, Peter gazed out the window with a concerned look in his eyes. He hoped that was all it was, but with Linzy he could never be certain. Maybe she really had skipped.

He had_ no_ idea.

"Wow; I honestly never expected this. You're very good at keeping secrets. "

"Yeah, it would seem so."

"So you lost your memories and ended up living with the Parker family, but you had the suit when you first woke up? Interesting; there's no record of the suit's description anywhere in our databases, and trust me, I've looked."

"I'm sure you have." I said, cocking my head. "listen, there's something else."

"Yes?" Fury asked, his curiosity peaked.

"Um, you see… spider man."

I thought it was impossible to surprise the man twice. It wasn't.

"…You know, don't you?"

"Um, yeah. Don't tell him though; Peter would freak if he found out I knew this whole time. It's kinda hard not to notice when you live with him; he's lucky Aunt May's so oblivious when it comes to him."

Fury exhaled loudly and leaned back in his chair, rubbing his temples with his thumb and index finger.

"So, we're just going to add that as another condition."

I offered a weak laugh. "Sure. I… I'd tell them, you know. The team I mean. I'd tell them all myself if I thought it'd help, but at this point in time it'd mostly hinder." I bit my lip and averted my gaze. "I just… I… I'm going to wait until they all trust me. Until they trust me as R.E and as Linzy. Otherwise, I don't know what would happen. Chaos, most likely."

"Hmm. Well, it's your decision. Thank you for trusting me enough to tell me."

"Thank you for trusting me enough not to tell the others, especially my cousin. I know he can be hard headed, but someday he'll come around. " I smiled knowingly, then traced the line around my neck once again. My mask formed back slowly, and I stood up from the table. "For now I think that's enough to keep us both awake at night thinking, so let's adjourn this meeting and go our separate ways."

"Agreed. But first, take this." He handed me a small wristwatch. "It's a shield issue communication device. No one else knows your secret, so you will have to work out a lot of excuses in case we need you during school or family activates. I'll do everything I can to help you, but I can't be everywhere at once."

"I understand, sir. Goodbye."

Now to practice in the suit some more, get home, and get sick. I didn't need Peter getting back before me and knowing that I wasn't there at all today…

I knew there was a whole other half to the episode, but they really didn't need me for that. I'd just have to leave it up to the others to mention the mysterious R.E to our friendly neighborhood wall-crawler.

…I just made everything a lot more complicated than it had to be, huh?

Later, somewhere else in New York…

"I appreciate a hand now and then," Spiderman said as he dusted off his suit, "but I didn't really need to be saved by…who're you guys?" The team stood in front of him, and decided to start the introductions. "Iron Fist, Namaste." The first hero began with an ancient Sanskrit greeting. He wore a yellow mask that covered his whole head save for his mouth and chin, and a green suit with a dragon like figure emboldened on his chest. "Iron Fist. Kung Fu master with fist of well… Iron." He looked up with a smile, and Spiderman shrugged, unamused. The girl in the full body cat suit went next. "White Tiger. Acrobatic ninja with steel claws and cat powers. The big guy here is Luke-" "-Power Man." The guy interrupted hastily. It was enough to make one think he'd decided on the spot. He was dressed in yellow and black, but his disguise only consisted of a pair of sleek sunglasses; otherwise, he looked pretty normal. "If he calls himself "Spiderman", then I'm calling myself power man. It's cool and doesn't scream 'I have low self-esteem'." He stopped then added, "Super strength and bullet proof skin." White Tiger almost snickered. "Ok, Power Man."

"And I've already met captain bucket head." Spider said, boldly. You could just tell there would be tension there later… "Able to carry two buckets of water in a single-" "-Name's Nova, creep." He interrupted in a disgusted tone. "Nova Creep. Catchy." "Nova, the human rocket." He continued, ignoring the arachnid. "Okay…" "And R.E, but she disappeared a few hours ago." Iron fist added, and the others nodded. "She's strong and agile, but has gadgets and an indestructible suit."

"No powers, huh? Like an "Iron Woman". Heh.

…Now, if you'll excuse me, I have to get this bike back to HQ. I'm with shield." Idiot…  
Nova smiled. "Small world."

Realization dawned.

"Oh no."

Oh no is right. Poor Spiderman…

Later at shield to work out this whole mess…

"No no no no no. I never signed on to be part of a team."

"It's not a team, it's a program." Agent Coulson explained. "If you'll just let me explain…" "No. Nix! Nein! Nyet! Na-uh! No way! Never!" Spiderman was unrelenting, and he stormed off to White Tiger's obvious Joy. "I win the bet! No toilets for the Tiger!"

…

We'll see tiger. We'll see.

The next morning had come far too quickly for my tastes. Once I had taken my suit off yesterday, my muscles had been in as much pain as I've ever felt in my life. T.B had explained that, while the suit changed my body's physical make up, it would still treat my muscles as if they had actually done all that work and thus they were killing me. None the less I dragged myself out of bed, pulled on some clothes and put my hair up in a ponytail-nub. At least if I did that every day my actual body might lose some weight. That's gotta burn way more calories than a regular workout…

I yawned as I trudged downstairs and gave Peter a wan smile when I passed him in the kitchen. "Ready to head to school?" he asked, and I merely groaned. "Nope. I'm pretty sure I'm still sick…" Aunt may put her hand on my forehead while she stuck a piece of toast in my mouth. "No fever this morning, school time it is!" "Meh." And so I munched on the toast, grabbed T.B, and followed Peter to school.

"Finally. Both school and spidey life are back to normal."

"Did you say something Peter?" I asked, turning around. He opened his mouth to say something, but was cut off when Flash called to him in a sing song voice, "Oh Puny Parker~ Locker knocker time!" I sighed in tandem with my cousin.

"Unfortunately." He breathed, and I shot him a glance. He needs to be more careful; someone other than me might overhear him some day.

I took a step backward as a hand shot out and grabbed Peter, pulling him out of Flash's way right in time and causing the jock to fall into his locker. The door closed with a bang and I smiled; looks like it's time. I crossed my arms over my chest and leaned against the locker Flash was in, happily ignoring his groan of pain.

"Wait, do I know you?" Peter asked, becoming more confused as three other people came out from behind his savior. "Any of you?" The boy on the right went to answer his question "Say hello to your new classmates." He inclined his blonde head with a smile.

" Danny Rand."

"Luke Cage." Said the tall, dark skinned boy that'd saved him. He nudged the shorter boy on his right, who seemed unwilling to talk.

"Sam alexander." He spat out, looking uninterested but shooting me a smile when he saw me.

"Ava Ayala." The girl contributed. She had a smooth olive skin tone and long dark brown hair.

"Think about it." she added. I couldn't hear what they said next, because they lowered their voices, but it wasn't like I didn't already know. Peter stiffened at something Luke said, then in a voice I could hear, "Hey! This-this is great! Really, really… great. I just gotta go talk to… a guy." Then he turned hide tail and ran. I shook my head and approached the others. "Hi. My name's Linzy; that buffoon you just saved is my cousin, Peter. I'm sorry about him, he has awkward social skills." Sam snickered at this, and I took Ava's extended hand in a warm handshake. "Nice to meet you." she said with a smile. I turned to Luke. "Thank you for saving my cousin; he means well but like I said, he's super awkward around others. Although…he usually doesn't run away from them like he did today. I'm sorry he was so rude." "Hey, don't sweat it." he said, taking his hand out of his pocket to shake mine as well. "I think we just surprised him. Who's the guy that was trying to beat him up?" "Who, Flash? He just likes to pick on my cousin since Peter doesn't fight back." I sighed and shook my head like I was confused. "I just don't get him. Peter's really brave, but he only stands up for others, not himself. If it had been me Flash was trying to pick on Peter would never have allowed it."

Danny hummed. "It seems like your cousin thinks that if he takes it from this bully, "Flash" would be less likely to signal other people out. A noble thought, if you consider it."

I cocked my head to the side. "Hey, you may be right. I've never thought about it like that before. Anyway, it was nice meeting you all. If any of you need help around school, let me know." "Will do. Thank you for your kindness." Then they all turned and walked down the hallway, probably in search of my cousin.

A few moments later peter came thundering down the hall, muttering to him the word "no" over and over again. I tried to get his attention, but he just kept walking. "Hello? Can somebody let me out? Please~ anyone?" Still ignoring me, Peter stepped back and smiled at Flash's pleading. "Ok, maybe yes." Then he started walking again. "The nerve of that web head…" I muttered, my hands curling into fists. I sighed and relaxed my fingers again. Getting angry at him wouldn't help anybody, and he was already gone anyway.

"Please?" Flash whimpered.

I frowned. What's his problem? He's not afraid of the dark, is he?

Rolling my eyes I turned the dial on the locker to Peter's combination. He'd made me memorize it in case he ever forgot and needed something from his locker, and I think in the long run he'd appreciate his stuff not smelling like jock.

"Alright, Eugene. Hold your horses…" I chided as I opened the door and stepped back before Flash could fall on me. "Parker-ette! I mean, uh, Linzy! Thanks so much!" he stopped short of hugging me, which I was thankful for, then his eyes widened. "Wait, did you just call me Eugene?" "Um, yeah. That is your name, right?" "…yeah. Everyone calls me Flash, though." "Well, considering I released you from a rather dark prison and saved you the embarrassment of having the janitor let you out, I think I've earned the right. See you later, Eugene." I said as I turned on my heel and walked to class. "See you…" he echoed. Now why does he sound so confused? I wondered, then forgot as soon as I was out of his sight.

Maybe I should have let Stan get him after all.

* * *

**If you have any questions, comments, or just want to review, I'm okay with that!**

**-R.E**

**(See? See what I did there? Ha!)**


	13. Chapter 13

**_Ok, first I have a question. The other day my tv happened to be turned to diary of a wimpy kid, and Rowley said, "hola amigo! Donde estoy la biblioteca?"! He was wearing the tunic thing and everything! Please tell me the ultimate Spiderman people didn't make that a reference in episode 1..? Oh. My. Gosh. Ah, sorry. Spazz attack in progress :)_**

**_And on to actual universal webs related business…_**

**_Thank you, _**

**KKLSBones **

**_(R.E- meh. If you read this without me reminding you, I'll give you an_****_ actual_****_ cookie)_**

**Grace (guest)**

**_(R.E- I loved your review! It made me all warm and fuzzy inside!)_**

**Spize666**

**_Latara Hanu (R.E- cool name! _****_A:TLA?)_**

**Toprichie97**

**_(R.E- send me all the internet cookies! You know, the good ones.)_**

**_and_**

**TheFemaleBen10 **

**_For reviewing chapter 12! I swear, reviews make me fangirl just as much as my fandoms do. _**

**_You guys are awesome! As for the rest of you loyal followers and favorite-ers, I love you guys too! Please don't feel left out; I can also be too lazy to review sometimes…_**

**_Anyway, about this chapter. I'm bringing in a new villan, not yet in the series.i figured, "hey, they can tweak the Spiderman story a bit, I can too." so I did. Not too much, I hope, just to give a little variation within the series. _**

**_Also, it's not as long since I'm not following an entire episode. _**

**_Happy reading!_**

Chapter 15

"Sam, Principal Coulson does _not_ have a cleft chin! I thought you were trying to make an exact replica?" I said as I grabbed my spoon and smoothed out his chin.

"Hey, this is my potato sculpture! I'll give him a cleft chin if I want to." Sam exclaimed, and I flicked a bit of mashed potato in his direction.

"No, it's not a perfect replica then."

MJ laughed at our theatrics, and suddenly Peter was there. "Sam!? At my table-? With MJ and Harry… and Linzy? My best friends…who seem totally ok that you're here?"

We all shot him our best, 'Peter, be nice' faces, but Sam completely missed it.

"Check it! I made an exact mashed potato replica of principal Coulson."

"I helped with the chin!" I added with a smile.

Peter appeared unsettled with this development.

"Hallway, now."

I rose to follow them.

"…Not you."

I sighed and sat back down, then shared a look with MJ and Harry.

"Geez, what's his problem?" Harry asked, and I shrugged. Even with knowledge of the episode, I still didn't get it.

"Maybe he just doesn't like Sam?" I ventured, picking up my spoon again and pouring peas over the replica's head.

"Who knows."

I eyed the wristwatch Nick Fury had given me the day before. Let's see if I can do an accurate count down. 1…2… nope, it started vibrating on 2.

I stood up from the table and walked away, not even bothering to give an excuse when MJ called after me to ask where I was going. I hurried down the hall at a brisk pace, then dove into the girl's bathroom. After checking to make sure no one was around, I clicked the red button on the side of the watch. A small hologram popped up and Nick Fury appeared. "Hello R.E. Report to the detention room; I'm sure you can find a way to get there unseen. Agent Coulson will tell you what to do."

"Yes sir. Understood."

The image fuzzed then disappeared, and I tapped the center of my necklace to activate my suit. I sucked cool air between my teeth as the painful application process started, and after a few seconds my muscles stopped burning. "At least it's getting easier to put on." I said thankfully, still a little out of breath from the experience. I then took T.B and turned him inside out, changing him into a fanny pack which I clipped around my waist. '_Alright buddy. Can you please activate stealth mode for me?' _

_'You got it, Miss R.E.'_ T.B chuckled, and I held still as my body turned invisible. "Alright, let's get this show on the road."

As I exited the bathroom and slinked into the hall, I used the thrusters on my feet to hover soundlessly over the tiled floor. _"Heh, it makes me feel like a ghost. Danny would be so proud~!"_ I sighed happily, allowing myself a moment to fangirl before becoming serious again. "_Ok, wrong universe. Focus on Spiderman…at this rate you'll visit Amity Park in no time anyway. Focus-"_ When I finally arrived at the detention room, I accidently *cough* oh please, it was on purpose *cough* startled Coulson when the door opened by its self. "Who's there?" he asked, looking startled. "Oh, didn't Director Fury tell you I was coming?" I asked innocently as I became visible again. "Oh, R.E! No, I'm afraid he left out that little detail. I'm glad you accepted his invite to join shield though; I was worried you would decline. Thank you."

Huh? I cocked my head and looked around the empty classroom. He was still talking to me?

"For what? Joining shield?"

"Yes, and for saving my life. You left before I could properly thank you last time."

"…Oh. Right. Your welcome, sir." I said awkwardly, losing my cool for a moment. I may be good at improv, but I don't like taking praise for something I didn't do. Consciously, at least.

"Erm… how am I supposed to get to the helicarrier from here?" I asked, feigning ignorance.

"Oh, of course. Take a seat; I'll get you there in no time."

I shrugged, sat down in the nearest chair, and promptly bit off a scream as it gave out below me.

Audibly: "…aaaaahh….ha…"

Inaudibly: "AHHHHHHHHHHHHHH!"

I fell on a chair with a rocket on it, (seriously shield? How is this necessary!?), and prepared myself to dismount as soon as it stopped.

And stop it did.

Even though I was prepared for it, _and _even though I had outrageously enhanced agility, I still somehow managed to epically fail at… well, not falling on my face.

Thankfully the suit made the spill painless, but it was still quite embarrassing considering the whole team had witnessed it.

"Oh…hi guys… what's up?"

"Not you, apparently." Quipped Spiderman, who then gave me a scrutinizing look.

"And, who're you exactly?"

I frowned under my mask. Did they really not-

"-we already told you, webs-for-brains. This is R.E, she's also a part of our team." White tiger said, and I could almost hear her roll her eyes. Almost.

"…What she said. Nice to meet you, arachnid." I laughed, taking his hand and giving him a handshake.

"Finally, someone gets it right!" he said, the usual amusement lacing his tone. "I think you and I'll get along just fine."

"…whatever you say, spidey. Um… why are you all on the floor?" I asked, referring to the dog pile consisting of all the guys on the team.

"Also-"

"-where are we?" white tiger finished.

I took a moment to look around. The walls surrounding us were made of sheet metal, as were the floors. What really got me were the large windows; there was a lone fish swimming there. Were we under water?

We got an answer, in the form of Nick Fury's voice.

"**ATTENTION, ALL SHIELD PERSONNEL. PREPARE TO SURFACE."**

"The Helicarrier! I love this job." The Tiger said enthusiastically, and I couldn't help but agree.

Meanwhile, the boys seemed to be having a squabble in the back. "I don't know what your problem is, webs, but if you want to throw down, let's get it over with." Geez, Nova. That's a little over dramatic… pfft; yeah right. Peter gets on my nerves sometimes too.

"In a feisty mood?" Fury interjected, appearing on a screen by the boys. "outstanding. The court is precisely where you'll train to focus that aggression."

…oh joy. I know where this is going.

I hate this episode…

"Court? Like, Like B-ball court?"

"I don't think that's what he means" I muttered, then frowning when I saw Fury's eye flicker to me.

"Correct, R.E. "Court", like you come here to be judged." He furrowed his brows. "Harshly."

Oh _joy_.

"SPIDERMAN, NOVA- YOU IDIOTS! HE DIDN'T SAY TO ATTACK THE DARN ROBOTS! WHY AREN'T YOU LISTENING TO ME?!"

…Guess I'd have to take matters into my own hands; maybe I could prevent the following catastrophe.

"YOU ASKED FOR IT!"

I leapt into the fray immediately. First I grabbed Nova's arm and clenched down tight, holding him still as he tried to detach himself.

"Aww, R.E, come-on! I was gonna win~!"

"ARE YOU AN IDIDOT? NO ONE WAS GOING TO WIN!" I yelled back, then I began to chase down the spider, grabbing his arm as well and flying up despite their protests.

"NOW SHUT UP AND SIT DOWN!" I screamed when I set them down again, by the rest of the team.

"You weren't supposed to attack them, you dolts! Argh! Stay here and let me show you how it's done."

I turned in mid-air and flew back into the chaos.

'_Evasion mode it is.'_

_'Thank you, captain backpack.' _I thought, still a little ticked. I don't care what I have to change; this team needs to pull together sooner than later or I'm gonna go insane!

I wove in and out through the laser beams, crossed the area where they'd yet to set off any traps and got safely to the other side of the room before landing and turning back around.

"See? That's what this course was all about; Crossing the room without setting off any traps. Aside from the ones you two set off, none were activated." I said, gesturing towards the still weaponry before me.

"He said that? Wh-when did he say that?"

"I believe that was when you two began giving each other death glares." I deadpanned.

"…Oh. My oops."

"I was going to send you out into the field today," Fury frowned, "But until you start working together, you're grounded."

"That's not fair! It was dork one and dork two." White tiger complained.

"No, the Director is right. None of us are used to working as a team. At this rate we'll never get anywhere as a crime-fighting group." I said, shaking my head. Hey, I actually agree with him on this one.

"Exactly. And that's why the rest of you are going to clean up your mess as a team. R.E," The team fumed and complained behind me, and I shied away from their evil auras. "… While they're doing that, come up to the observation platform. I'd like to talk to you."

"Pfft. Fury's pet~" Spiderman sang, and I was behind him in a second. I grabbed his forearm and bent his arm behind his back.

"Ah! Uncle! I'm sorry- Uncle!"

I released him with a smile. My cousin can be so stupid sometimes.

"Anyone else care to comment?" Fury asked, and they all shook their heads. "Good. Maybe I should make you the leader, R.E."

"Hey- no take backs!" Spiderman said, pointing at fury. He turned to me and repeated himself, still pointing. "NO TAKE BACKS."

I shook my head quickly and held up my hands. Fury was putting me into some dangerous waters with his choice of words.

"Um, no. I'm more like the easily-annoyed-older-sister type. Heh heh…" I laughed it off uneasily. Kass would have a cow and die laughing if she ever heard me say that, but she'd definitely agree.

"So what was it you wanted to discuss, Director?" I asked curiously. We were sitting at a table on the observation deck, Fury with a cup of coffee and me with a mug of hot coco.

I stared at the drink sorrowfully; I couldn't even drink it without taking off my mask, and I really didn't want to do that in front of the other agents milling around.

"You're an amazing fighter, you already commandeer you're team's respect, and on top of that you trusted me with your identity. Also, even though those kids are all older than you by at least a year, you are the most responsible. You could be the best; even lead your own team one day."

I blinked at him in surprise.

"Um… Huh? Director Fury, no offense, but I've only been on this team for less than an hour. How on earth have you come to these conclusions? I might have a cool suit, yeah, but as you've seen I'm otherwise pretty normal. I'm not some "amazing fighter", especially outside the suit; and I'm definitely _not_ a leader."

He set his coffee down on the table and leaned forward conspiringly.

"But you _could_ be. Linzy, you're cousin agreed to join shield so he could become the _ultimate Spiderman_. You joined because I asked you too, unselfishly. You may be right; that he's the better leader for this team... right now. But later on, I believe you could be so much more."

Under my mask, my mouth was hanging open and my eyebrow was twitching. I was in complete and total shock.

Is he bating me for something?

I know myself, I'm not a leader. Sure, I took ROTC for two years so I have some knowledge of leadership values and all that jazz, but I'm not a fighter. And sure, I'd told him my identity, but come on! He was Nick Fury, a super spy _AND_ the Director of shield.

We all know he would have found out before the end of episode five, at most.

"Sir, I'm not trying to undermine you, but you're giving me too much credit. You're Nick Fury, a superspy _AND_ the director of shield, and you would've figured out my secret id anyway. As for all that other stuff; it's simply not me."

"You're modest."

"…Kinda, yeah. But that's just who I am."

"Well, I don't have to convince you. That's not the reason I wanted to talk to you anyway. You see, there's a mission I feel you are better suited for than the rest of the team."

"…what is it?"

"There's someone I need you to meet." He said, sliding a manila folder across the table. I opened it and took a look at the portfolio inside. Fury continued to speak as I read. "Frances "shriek" Barrison. 15 years old. foster child. She's bordering on becoming a dangerous threat to New York; a new villain if you will. Linzy, I need someone with a clear head to take care of this mess, and so far you're the best for the job. Are you willing to give it a try?"

I looked up and met his gaze. "What exactly do you want me to do, if I go?"

He sighed. "…That's the part you may not like."

… 5 seconds later…

"_YOU WANT ME TO WHAT?_!?"

"Be her friend."

"NO, THE OTHER PART!"

"…You need to be Linzy Parker for this."

"FURY, ARE YOU OUT OF YOUR MIND? I-"

I sucked in a breath and looked around. People were starting to stare; I turned my head and glared at them before lowering my voice and continuing the conversation.

"Listen, _Director_, I may be here as a "superhero" now, but as soon as I take off this suit I'm defenseless. This girl's file says that she's able to flatten a skyscraper with sonic energy, she can fly, AND she can control people's emotions! How can you expect me to be able to do anything,( let alone survive), without the suit?!"

"First of all, it's not proven that she can control one's emotions. Second of all, I wouldn't offer you this mission if I didn't know you can do it."

"I-" I let out a sigh. "…do you have someone else? Anyone else?!"

"Anyone else would be a threat, and Frances is likely to react violently to any sort of disturbance. You would be the easiest person to get along with; you're kind, smart, the same age as her, and very similar in body structure so she won't be offended."

"…huh?"

"she's very defensive about her weight. What we don't know how she gained powers, and why she's using them to wreak so much havoc. I need you to find out, and then try and convince her not to be a villain. If you think she's dangerous now, think about how she'll be if she decides it's not worth it to hold back anymore?"

"…There's no one else…"

"No one else. I _can _promise you back up; nothing will happen that we can't take care of."

"Are…are you sure I can even help? It's a tall order to change someone once they're on a certain path. You know that."

"Let's find out."

Should I let him convince me to do this? I could die, in a different universe, at the hands of a villainess I've never heard of.

I sighed.

"…Why not? May as well try, right?"

"Great. Oh… and one more thing…"

"You need me to tell one other person my identity, don't you." It wasn't a question. A mission this large would require it, and I had a pretty good idea of who I'd be working with.

"Wow! I… I truly never expected, or dreamed, oh my… Linzy, how..?"

"I hope this doesn't change your perception of me, Principal Coulson." I sighed, glaring out of the corner of my eye at the white box floating inconspicuously over my shoulder. Why is the camera following me? Shouldn't it be with my cousin?

…it's just because It's a reveal moment, isn't it?

"No, not at all! Well, maybe a little, but in a good way!" my eyebrow twitched again, this time visible since I'd removed my mask. Coulson's such a spaz sometimes…

"Right. So, what do I have to do? Fury said you'd take me to Frances."

"That's correct. We'll be taking the- where is it!?"

Oh. Apparently we were supposed to take the same jet thingy- I have no clue what it's really called- that Spiderman and the other's took when they (stupidly) went after doctor doom.

"Um… I don't know?" I think I'd ruined their macho enough for the day; they don't need me to tattle on them.

Meanwhile…

"I AM DOOM."

Well, they bit off more than they could chew. What else can I say?

Back to Linzy…

As soon as Coulson found a replacement, we were on our way to the surface. I took off my necklace, the one the suit was in, and stuffed it into T.B.

_'Keep track of that for me, will you? I have a feeling I may need it…'_

"_You can count on me." _He replied, and I settled back down in my seat.

"Um, Agent Coulson?"

"_You _can call me Phil, R.E."I winced. Oh no, _please, please, _PLEASE tell me he's not going to fanboy up like he did with captain America!? I can't handle that weirdness!

"Um, _Mr_. Phil, when I meet Frances, who's my backup, exactly?"

"Backup? Oh, that'd be me."

"…and?"

"Just me."

What?! Wha- Ok, ok…think. He is an accomplished shield agent. Calm yourself, Linzy. Everything will be fine.

…Dear lord, take pity on me and please let everything be fine!

I let out a huff.

"Let me see the file again." I said, taking it from his hands. I quickly scanned over it.

Frances' picture was paper clipped to one of the pages. It showed a girl with long, slightly curly raven black hair, narrow navy blue eyes with a thin scar over her left eye, a dissatisfied frown, and a very pale complexion.

" Hmmm…"

"We're here. From here on out, you'll be completely on your own. Hand me your communicator."

I frowned.

This didn't feel right at all. What if something went wrong?

…Whatever, Coulson gets his orders from Fury; They're probably just testing me.

….Wait, why didn't I think of this before?

Of course Fury is testing me!

I don't know if I should be mad, or proud that they think I'm worth the effort.

I shook my head at my own denseness and handed Coulson my watch.

"Here. Where am I supposed to go?"

Agent Coulson's eyes flicker down to a map inside the folder.

"Every day at about this time, Frances cuts class and goes to the library behind this building," He said, pointing to a spot on the map, "and that's where you're going to meet her. Remember, she's very unstable at the moment. Any little thing could set her off." I bit my lip and looked warily over at the library. Coulson noticed and put his hand on my shoulder, reassuringly. "Hey kid, don't worry about it. I've seen how well you do around others. Just be yourself, and everything will be fine."

"Um…thanks, I guess. Alright, I'm off." I grabbed T.B off the floorboard of the transport, (ha! I remembered what it's called!), and walked around the building and into the library.

"Oops, sorry!" I said, accidentally bumping into someone who had waayyy too many books piled in their arms, (and this is coming from the girl who _invented _having way too many books in their arms).

In a dramatic slo-mo moment the pile toppled over and crashed onto the floor "Sorry!" I cried, dropping to my knees quickly and beginning to gather up all the books.

"Eh- I can get it, thanks." The girl I'd bumped into said quietly as I took my pile of her books and set them on a nearby table.

"Heh, I was so excited to start reading I wasn't even paying attention to where I was going. Sorry!" I apologized awkwardly, scratching the back of my neck.

I'd yet to even glance at the girl I'd bumped into, so when I looked up and saw Frances Barrison shyly trying to break away from the conversation I couldn't help but gasp.

Ok, time for a quick cover up.

"Frances? Is that you?" I asked, as if surprised.

"Oh my gosh, I haven't seen you since fourth grade! How are you? Oh, Frances, you haven't changed a bit!" gushing with pure joy, I smiled at Frances. She gave me a confused but polite smile.

"Oh, uh…"

I gave a mock frown, but inside I was smiling. One of the facts I remembered from a book was that if you pretended to know someone, 80% of the time they'd play along.

"No way, you don't even remember me?! Well, that's ok. I only knew you for a few days before my mom switched me out of our school."

"…Oh. Yeah, I think I might remember you…" she said, raising her voice a little. Overall, so far she's only reacted like the stereotypical shy type, even though she looks a bit like a delinquent. The glasses did help to offset the spiky dog collar and multiple piercings, at least.

"Anyway, it's awesome to see you here! I'm still moving in, I was adopted by a family here in New York so I'm not in school today; but what are you doing in the library right now? Isn't school in session?"

She looked up at me with big eyes.

"You were adopted?"

"Yeah, Mom and Dad disappeared a while ago..." I said. The tears that came to my eyes weren't faked; I kept trying to convince myself I'd see them again, but after so long I'm starting to lose hope. I've been in a ton of different universes, for Pete's sake!

I'm no longer Linzy Keeper, now I'm Linzy Parker.

I don't even have my family name anymore, since I shouldn't be able to remember it in the first place.

I sniffed.

I hate all these stupid lies…

My eyebrows furrowed, and I looked up to meet Frances' gaze.

"A-anyway, that's not what matters right now. I get to actually meet you, after all this time!"

"Oh. Um, yeah …"

"Linzy. My name's Linzy. Hey, I know! After you finish with your books why don't we go get some hot chocolate! Or coffee, if you drink that stuff… either way, it'll be my treat. How about it?"

She looked conflicted. Maybe I shouldn't have sprung that on her so soon…

"Sure! I- I'd like to get to know you better, too."

"Cool! Here, I'll help you check these out..."

"Th-that's not necessary! I was only using them to hide behind, anyway." She said, trailing off.

Geez, that was a little blunt.

"Erm…ok. What were you hiding from?"

"Those guys. They're jerks from my school. They… they like to bully me."

I glanced behind her and saw the girls she was talking about. They looked pretty normal, but by now I'd learned not to judge a book by its cover. I gave them a big smile when I realized they'd been watching our conversation for the past few minutes.

"Ok then. You ready to go?"

"Sure. Where're we headed?"

"How about that coffee place down the road? They have great hot coco."

So, as if it were perfectly normal we strolled out of the library; just my delinquent/future villain friend and I.

A few minutes later…

3rd person pov

Both girls were seated at a booth in the coffee shop, steaming mugs of hot chocolate wrapped in their hands. They were engrossed in deep conversation.

"…even though I may want to say something, usually I'm just not able too. I… I have the image in my head of what I want to do, but I hate that I can't actually do it. That's just how I am, you know?"

"Yeah, I totally understand. Sometimes it just takes a while to make other's get what you mean."

"Exactly! Gosh, Linzy, it feels like I've known you forever. I never talk to anyone so openly…"

"Yeah, I've been told it has to do with my personality. People just trust me, and I trust people." Linzy replied, stirring her melting marshmellows into the drink with a thoughtful look on her face.

"…isn't it dangerous to trust people? Aren't you worried that you'll wind up hurt because of who you trust?" Frances asked.

Linzy frowned and looked up from her mug.

"For the longest time, that's how I thought about it. But recently I've begun to discover that it's worth it. People are worth it."

"…really? Sometimes I feel like…like it's not worth it. Like… I don't know." She sighed, and took a long sip from her mug.

"So… um…" that awkward moment when one tries to lighten the mood…

"What do you want to do after high school?" Linzy suddenly asked.

"Me? Oh, um… I want to be a…well…"

Linzy looked at her sideways and gestured for her to continue.

"Ok, ok, just don't laugh. I want to be… a mom."

"…" Linzy was silent at first, then suddenly beamed "…why would I laugh? That's a perfectly commendable goal!"

"Really?"

"Yeah! Me, I want to be an Author."

"That's cool. I like reading, but I'm not so great at writing…"

As the girls continued their conversation, Agent Phil Coulson stood and exited the building.

Linzy was a natural, just as Fury had predicted; she didn't need any help.

And that's where he made his first mistake.

…

Just kidding!

Everything went fine after that, Linzy and Frances became friends (kinda), and her mission was off to a swell start. She just had to continue on with the mission for…

"THREE MONTHS?"

"Yes, I just said that. Why do you have to yell?"

**_"_**DID YOU EVER CONSIDER THAT I MAY NOT WANT TO HAVE TO SEE HER EVERY DAY FOR THREE MONTHS?"

"What? You two are getting along great!"

"Yeah, but that means I'd be deceiving her for THREE WHOLE MONTHS!"

"…it's not deceiving her if you're actually her friend."

"YES IT IS! I ALREADY HAVE TO LIE ENOUGH AS IT IS, I DON'T NEED YOU GUYS ADDING ON MORE FOR ME TO DO!"

"Please, stop yelling. I'm sorry, but as I'm sure Director Fury told you earlier, you're the only one who can do this!" I took a deep breath in and let it out. Ok, relax. It's not as if she was as bad as the file described, anyway. I just have to do what I do best and be an optimist- oh who am I kidding…

"I guess you're right. It still doesn't feel right though…"

"…Ok, you may want to get back into costume now. We're getting close to the helicarrier."

"Alright."

I grabbed my necklace from T.B and put it back on, tapping the pendant and grimacing at the pain as it applied.

"The pain's still the worst part…" I muttered to myself. Suddenly a bunch of alarms started going off inside the transport. "I didn't do that, did I?"

"No, the helicarrier is under attack! I'm going to try and get us onboard before the entire thing goes on lockdown…"

I screamed as Coulson made the entire ship swivel inside the docking port right before the door clamped down on the entrance. We had barely made it inside.

"Ok, you go ahead of me and see if you can find out what's going on. Try to help if you can."

"Yes, sir." I replied seriously, activating my thrusters and flying at high speeds through the halls. I had an idea as too what might be going on, but I really hoped it wasn't what I thought it was…

Suddenly I heard a round of gunfire coming from up ahead. I flew out into a wide room where a circle of Shield agents surrounded Dr. Doom's main bot.

"Doombots, scatter and destroy!" said the supervillain as he blasted a hole in the floor and jumped down. I jumped out of the way as the bots split in all different directions and flew up to Fury and spider man; the former seeming to surpass his regular frustrated attitude with pure anger.

"Blood pressure, Nick. I got this." Spiderman chided.

"_I _got this!" countered Nova.

I seethed. "Did you two IDIOTS learn_ nothing_ since this morning?!"

"I don't think the word "We" is in their vocabulary." White tiger said as she rushed up next to me. "Guys, Stick Together!"

Why does no one ever listen?

Against her word they all split up to follow the bots, and I helped by jumping in after the main Doombot. Using my thrusters to help me catch up, I dug out my expanding Bo staff and started thwacking the Doombot over the head with it.

"Stay away from the fusion reactor!" I yelled, doing everything I could to avoid his attacks. Screaming as the helicarrier suddenly shifted, I slammed into a beam and nearly passed out before we even reached the floor. As we approached the ground, I had T.B turn my thrusters on maximum to stop my descent. The Doombot simply crouched into his landing, rolling on the ground and sprang up to his feet before continuing on towards the reactor chamber. He turned around and shot a red laser beam out of his hand, which I deflected and started attacking him with my staff again. He simply turned on his shield and ignored my efforts as he continued walking. Nick Fury and other Shield agents were already waiting for us when we arrived.

"R.E, over here!" he called, and I rushed to his side and continued my attacks as he resumed talking into his communicator. "…One of those Doombot is in the fusion reactor chamber. It won't matter if we keep her afloat. That thing hits the core… we're going nuclear."

I let out a frustrated cry and jumped forward, bringing the point of my staff down hard on the top of the energy shield and swiping it across to no avail.

After another long while I fell back into line with the rest of the shield agents to continue holding the bot back. "R.E, get outside. Nova's going to try and hold up the helicarrier; He could use some help." Nick called, and I ducked out of the fight. I would've remembered that earlier, had Coulson given me back my communicator.

I used a hanger exit to get outside the helicarrier, then flew down to the sinking wing. I found Nova there, holding up the belly of the beast with just his hands. I flew up next to him and channeled all of my strength into my arms, then turned my thrusters to extreme maximum override mode in order to relive him.

"Geez, you'd think this thing weighed a few hundred tons or something!" I commented sarcasticly, sweat dripping down my neck.

"Yeah…really…" Nova replied, a bit strained in his response. "How long…do you think… we have to hold this...?"

"Until the team…stops hi-m…" I said, beginning to give into the strain. "y-you go ahead. They- they probably…need…help…I'll try…to hold…it…"

"You…sure?"

"Go!"

Sweat was permeating my costume, and my muscles were shaking from the strain.

"_T.B, turn everything up! I need more strength and air conditioning if possible!"_

_"Ha ha…sure. By the way…"_

_"What?"_ I thought exasperatedly.

"R.E, you can let go now."

"Mr. Phil!" I exclaimed, releasing the ship and falling on the hood of his transport. "Eh, hello!"

He laughed at me, and then waived his hand. "Let's get you back inside."

"right." I nodded.

I flew back inside and wandered down the corridor. The damage was incredible; everywhere you turned there was some sort of scar in the metal.

"…AND IF YOU EVER PULL A STUNT LIKE THAT AGAIN, I WILL PERSONALLY-"

I cringed at Nick's angry yelling and fell into line with my team. Everyone was at attention, silently putting up with each verbal bomb. They really deserved it too.

…We really deserved it.

I'd known what would happen, and hadn't done anything to stop it, so I was resigned to including myself as well.

I ignored Spiderman, who was fantasizing about his jetpack, but I also ignored Fury. Instead I felt the need to inwardly weep for my (non-existent) normality, and I'm sure the audience behind the little white rectangle could hear my sobs in the background.

"Does "we're sorry" help? Maybe "we're _really_ sorry?" spidey ventured, hopefully.

"**_NO._** Whoever started all this step forward. You're off the team."

"…It was me, sir." Spiderman said quietly after a few moments, and he moved to step forward.

We all stepped with him and echoed, "It was me."

A few of them shot me side glances, but I ignored them as well and stuck with my decision.

"No. it was us."

Nick raised his eyebrow at me.

"I'm still at fault." I said, hanging my head. "I had an idea that they'd go off and do something like this, so as their teammate I should've stayed and tried to persuade them otherwise." I looked over at Spiderman. "And if they take the blame, I do as well."

The world paused.

"Wow, they- - they - - wow." He glanced over at us in awed disbelief. "Wow."

Everything resumed.

Nick looked at us, weighing his choices. Finally he spoke.

"Never again… team." He said with a sly smile before he turned and walked away.

The rest of my team looked surprised; I merely smiled and turned to them. "Ok, anyone going to ask how my day went?"

"Nope."

"Nada."

"Sorry."

"Not interested."

Then they all walked away, leaving me and my cousin behind.

"Hey R.E?" he began, and I looked at him inquiringly.

"Um, well, thanks. And, I'm sorry. You were right; we were acting stupid. Because of that we almost lost everything."

I simply smiled and playfully punched his shoulder.

"Don't worry about it, Spider. I still don't know you very well, but I can tell that you'll be a great leader. Experience comes with trial and error; we're all going to be learning together."

His expression brightened and the team started to migrate back towards us. "Yeah. All in all, I'd say that worked out pretty well!"

Oh shoot. I know that line…

"_Children." _Doom suddenly appeared on the screens behind us. "_Let it be known that the eye of the all-powerful doom has fallen upon you this day. I have scanned your every strength, every weakness. Cross my path again, and suffer unspeakable consequences."_

Doom is one scary dude; Spiderman was so freaked he'd jumped into the nearest person's arms, which just happened to be Powerman.

"You ok?" he asked him, "you, uh, looked scared."

"That's just 'cause…I was!"

Another awkward moment passed before Spiderman remembered to climb down. "…yeah. Little bit. At least it's over."

"We're just gonna let him punk us like that? To the transport!" Nova declared, then shot off down the corridor.

"…"

"I'll get him." The spider sighed.

"_we_ will get him." Iron fist corrected, and we all shared a look before shouting, "NOVA!" at the top of our lungs as we took off after him.

I had a feeling we would all grate against each other a lot before we learn to get along…

Aw well, its apart of the learning process, right?

**_Ok, just so we're clear, Shriek (Frances Barrison) is an actual villain that made her first appearance in Spiderman unlimited vol. 1 #1 in 1993._**

**_I figured that if they could add Deadpool and get away with it, I could add a different villain yet to make an appearance and tweak her a bit. Ok, a lot, but I'm sticking to my choice since they've done so much to change Ultimate Spiderman. ( I mean seriously, Peter doesn't even work at the Bugle! I'm still sore over that one, if you couldn't tell. He could at least be an intern, or something! )_**

**_Anyway, I feel like this could make my story different than the others. I'm taking a lot of artistic liberty anyway; why stop now?_**

**_Unless there's anyone that absolutely hated it, then I might consider not venturing as far from the actual episodes. Or my writing might've been horrible, I dunno. _**

**_You have to communicate with your Authoress if you want her to change anything!_**

**_-R.E_**


	14. Chapter 14

**Alright, this chapter will have to be in 2 parts because i'm just too impatient at the moment. I've had some stuff going on that kept me from updating till now, but i'm doing my best.**

**Please excuse typos, I only did one once over when I normally do like, ten. **

**this half a chapter is dedicated to:**

**grapejuice101 for being a great follower/idea giver**

**Latara Hanu for reveiwing and making me have happy spasms**

**empressofthedead although i still have no clue what your review meant :)**

**KKLSBones even though you haven't pm'd me back...**

**TheFemaleBen10 for being an amazing reveiwer/follower and having an awesome name~**

**star(guest) for reveiwing even though you're a guest **

**and **

**shaddowridder221 for posing the question, when ****_will_**** Linzy's secret get out? all i can say is- mwa ha ha! wait and see!**

**In other news, did you guys see that commercial for ultimate spiderman that had the cast of Jessie in it? I was like, "what? how does that make sense?" and then I remembered that even though U.S is great, it's still a Disney show; and Disney loves crossovers.**

**At least, that's the best excuse I could think of.**

**Anyway, you've all waited long enough. **

**On with the story!**

Chapter 16

"Hey look, it's Pete!" Harry exclaimed, rushing over to open the window for him; they'd already locked the doors of the school since he was late.

"It's about time, I was wondering if he'd ever get here." I mumbled, crossing my arms and following harry to the window. "How on earth are you later than me? I left _after _you!" I asked with a shake of my head.

"Eh, I had a couple errands to run for Aunt May." Peter replied with a sheepish smile as Harry and I pulled him up through the window.

"Uh huh, sure." I nodded, not opting to pursue the issue further. Sometimes, even though I know what's actually going on, Peter gets on my nerves with all his excuses; I honestly don't know how everyone else handles it.

"Remind me to buy you a watch." Harry said, then thought better of it, "…maybe a watch company- Hurry up! We'll miss homeroom."

As Peter and Harry continued down the hallway I offered a quick good bye and ducked into my homeroom class. I already knew about "movie night" in Harry's pent house, he'd actually invited Peter, MJ and I yesterday. I was kinda upset it'd turn into some wild party… that's not really my forte. I prefer quiet libraries or a few rambunctious friends.

Later at lunch….

"Hey guys, what's up?" When I walked up to the lunch table, everyone was laughing at something sam had on his phone.

"Oh, nothing Linzy."

Oh, sure. As if I didn't already know.

"You guys are looking at that viral spidey shot, aren't you? You should be ashamed of yourselves!"

"Yeah! You should be ashamed of yourselves." Peter agreed; a less than amused frown aimed at his team.

I smiled and set down my tray, then set off in search for Harry. "Hey, we're sitting over here today." I said as I came up alongside him.

"Cool. Looks like everyone's already here, too."

He noticed bitterly, referring to Sam, Ava, Danny, and Luke.

"Harry, come on. They're pretty nice people." I chastened as we approached the table together.

"-you don't need to kiss up to moneybags anymore for cash." Sam was saying. Suddenly I felt the urge to slap him. Harry must've felt similarly, for he slammed his tray down on the table and swiveled smartly on his heel. Peter gave Sam a dirty look and hurried after his friend.

I settled for flicking him on the ear.

"Ouch, what was that for?!" he cried, and I crossed my arms.

"Don't be such a jerk, Sam. If you want people to respect you, this isn't the way to go about it."

I said sagely before I also turned and hurried after the boys.

"-you don't need to explain anything. You have your "detention friends" to save your but now."

"They are definitely not my friends." Peter said, taking large strides to catch up with Harry.

"Oh yeah? Then what are they?"

"Its…complicated." Peter said slowly as he came to a stop.

"Didn't used to be." Harry replied in a lower voice but kept walking. I stayed silent and followed at a brisk pace behind him, shooting a worried look back at Peter who was standing forlornly in the center of the hall. MJ'd take care of him, even if she was a little misguided.

"Harry, wait up!" I cried when I noticed he was getting too far from me. Trotting after him up we continued down the hall.

"Harry..." I frowned and placed my hand on his shoulder, effectively stopping him from walking any further. "I'm sorry Sam's such a jerk. I gave him a stern talking to, if that makes you feel any better." I said.

"…It's not just that." He sighed, turning to face me. "Pete and I have been friends for a long time, longer than you've been around at least. He's never just up and abandoned me like this."

"Harry, he hasn't abandoned you. Peter's just, well, you know how he is; he probably just feels responsible for the new kids. They kinda rely on him for stuff, if you haven't noticed."

"Whatever."

"Hey, to make you feel better why don't we hang out before Peter and MJ come over? Frances has been asking to meet you guys anyway." Yes, I'd talked to Frances about my other friends, and vice versa. Peter thought it was great that I was making friends outside of his circle, though he was more willing to share them with me than with his new team. Go figure.

"Yeah, sure."

"Cool! I think it'll be good for her; she's not very social."

"Uh huh."

"…you're not even listening to me, are you?"

"Hm."

"…I'll meet you outside after school lets out. I'll call Frances to tell her we'll pick her up, ok?"

"Huh? Oh, sure."

I rolled my eyes and patted him on the back before starting back towards the cafeteria.

"Thanks Linzy."

"Anytime, Harry."

"Polka dot. Pooollllkkkaaaa dooootttttt…I'm bored…"

"Linzy, _please_ stop."

"But Harry, I'm booorrrreeeeddddddd…" I chanted, putting my arms behind my head. "ugh- oh. Is that her?" he asked suddenly, sitting forward. I glanced out of the tinted window and saw Frances staring at the limo with a mix of confusion, longing, and oddly enough, hatred. I rolled down the window and popped my head outside. "Hey sour puss, what's with that face?"

Her jaw dropped and the hatred dispelled.

"Linzy?! What- what are you doing in a limo?!"

"I said we were going to pick you up, didn't I? Climb on in, I want to introduce you!"

I flung the door open, and Frances tentatively climbed inside.

"uhh…."

I smiled happily at them both, choosing to ignore the awkward atmosphere. If there was anything I was good at, it was annoying my friends till they found common ground. That is to say, I made them able to talk to each other.

…It's a gift.

"Guys, guess what? I finished writing my English paper last night! I really think this one turned out a lot better."

"Oh please, Linzy; As if you'd do anything but amazing on an English paper." Harry scoffed with a smirk. He'd gotten to know me better over the course of the past few months, but we still weren't the best of friends. He still had the illusion of the "perfect bookworm". Hello! I actually have to work for my grades! I'm not _that_ smart.  
Frances stayed silent, and I elbowed her in the side.

"Geez girl, stop sitting so tensely. This is going to be fun, so you can afford to relax a little!"

I'd gotten to know Frances better over the past few days as well. It's still slow going, but I feel as if I've known her for much longer than I actually have.

She offered me a meek "ok" and a little smile. I shrugged, then grinned and bumped her arm the whole rest of the ride. By the time we got to Harry's, she was finally starting to calm down and Harry was making an effort to soothe her as well.

"And so then I said, toothless? More like spineless!" And we fell over ourselves as we entered the house, and toppled onto the couch laughing. Frances was visibly fighting back a spasm of giggles and I wasn't even bothering to hold in my chuckles.

"Well it seems like you all are having a good time." Mr. Osborne said and I whipped my head around. I never managed to hear him coming, and it kinda bugged me. And…creeped me out. A lot.

"Hello, Linzy. It's been a while. How are you?"

"Good, Mr. Osborne. This is my friend Frances; I convinced Harry to let her join us tonight." His eyes narrowed at her appearance, glanced to me, then he allowed his expression to soften. My eyebrow arched. That's pretty clear body language; apparently he values my opinion. How…unexpected.

"Hm, nice to meet you, young lady. I do hope you'll be a good influence on my son." I couldn't resist the need to roll my eyes. Seriously, does he micromanage every aspect of Harry's life? Well…at least he tries to be a good dad.

"Erm… uh-ye-yes s-sir…" she mumbled, timidly shaking his hand.

If that didn't shatter his preconceived "delinquent" notion he no doubt had formed, I don't know what will.

"Excuse us for a moment." I said, grabbing Frances' arm and pulling her into the adjoining hallway.

"what-?"

"Sorry, Fi, it just looked like Harry wanted to talk to his dad. I think it'd be better if we sat it out, ok?"

"…Fi..?"

"Yeah, Fi. You know, kinda like a nick name. If you don't like it I can keep trying. How about… Franny? Frank? Fran? Or…"

"Um, Fi is fine. It's just…well… I've never had a nickname before. It's…nice."

"Oh. Well, I'm glad you think so." I said, with a sincere smile. "anyway, I-"

"LLLIIIIINNNNNNNZZZZZZZZZZZYYYYYYYYYY!" I was cut off suddenly as a familiar cry rang through the hall.

"Huh? Kass-ooffh!" and then I was head-butted in the stomach.

"OOWWW! Kass, why the heck did you do that? Scratch that- why the heck are you here!?"

"LINZY! Why are you replacing me?"

"Kass, come back here!" I heard Val cry as she came running up behind us.

"Linzy? What's going on..?" asked a very confused Fi.

"Erm…well, this is-"

"I'm the best friend whose place you're trying to steal! Rawr! Let me at 'er! Im'a teach ya who's boss!" she said, wrapping her arms around my middle and refusing to let go. I hate it when she gets like this… she's only doing it to annoy me…

"Uggh!" I groaned, reaching into TB and grabbing an emergency Kass-cookie. I shoved it in her mouth and she released me, slumped over and ate it like it was the best thing ever. I rolled my eyes and brushed the wrinkles off of my shirt.

"Any way, as I was saying, that's Kass; and that-" I said, jerking my thumb over my shoulder, "is Valentina. They're my friends."

"Oh. Uh…why-"

"Because she's Kass."

"Um.."

"Once you get to know her it makes sense."

"…"

I turned to Val as she approached.

"Hey, what _are_ you guys doing here?"

She sighed and rubbed her temples.

"She saw you guys at that coffee place yesterday and started spouting nonsense about how she was going to be replaced. It kinda went south from there…"

With a roll of my eyes I grabbed Kass's shoulder and shook her. "Kass, you know I couldn't replace you if I tried, so stop being stupid."

"Awww! Ok." She replied, her eyes begging me for another cookie.

After that we just sort of stood around, talking, and I slipped away only after enough time had passed.

"Harry? Some more friends of mine showed up, I hope that's ok."

He smiled slyly at me. "Oh, that's fine. In fact, invite as many people as you want. We're having a party."

"Wait, I thought we were just having a movie night?"

"Not anymore! oh look, the guests are already arriving."

And then I was bored.

I hate parties; it's just not my element. I'm the kind of person who'd find the nearest corner, or in this case, library, to read in. Sadly Kass doesn't think this way, so she pulled all three of us (Fi and Val had joined me) and forced us back into the middle of the party. I don't think it's that she likes parties, per se, more so she wants to see what's going on. And with that, another problem arises.

"Linzy, over here!" Harry called, Waving me over. I walked towards him, dodging the hyperkinetic party goers until I arrived.

"Harry, I still think a movie night would've been nicer." I said, noticing Peter and MJ and rolling my eyes as Harry started to walk towards them.

"-half the school party down at Harry's house instead." MJ was saying to my cousin when Harry interjected.

"The whole school actually. Except for the ones who weren't invited." He jabbed his thumb in the direction of the team, Sam wolfing down a platter of nachos and the rest looking at him in disgust.

"I invited them, Harry. I thought maybe if everyone got to know each other, things could be cool." His face fell at Harry's unamused expression. "Harry, I'm trying here. Come on!"

"I don't need any more friends. As you can see, I've got plenty." He then grabbed hold of my shoulders and piloted me up onto the piano with him. "You guys are the best!" he shouted into the microphone, and the crowd rejoiced.

"Harry! Harry! Harry!"

I frowned at him as he sent a snide smile in Peter's direction.

"Seriously Harry? I thought you were better than this." I remarked, pushing him away.

"What? Oh, come on Linzy. I'm not doing anything wrong."

I rolled my eyes and jumped down off the piano, squared my shoulders back and made my way back to my friends. "Ok, what's his major malfunction?" I asked point blank, poking Peter in the shoulder. "He dragged me into it so I know he's not ok."

"…Maybe my plan was a little ill advised." MJ sighed when Peter didn't answer me.

"Any ideas?"

Only I noticed when Peter froze up, only I noticed the weird ju ju spidey vibes and matching sound affect.

"A-Yeah. Um, bathroom break."

**And that's all folks! Hopefully enough people will pester me into updating soon :)**

**...That's me hinting at, "REVIEW! REVEIW!" without yelling at you through capital letters.**

**-R.E**


	15. Chapter 15

**hey everyone! the reason this chapter took so long is unimportant. im back, and i have updated for you!**

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**-R.E**

Chapter 17

I narrowed my eyes as MJ explained away his excuse as a nervous bladder in the background. If you haven't already guessed, I have a really good memory and can usually tell which episode I'm in. That and I've watched the Ultimate Spiderman series so many times it makes me dizzy to think about it.

So when he left I broke away from our group and followed him. I hung back in the hallway for a moment, careful to be stealthy, then crept after him until he entered the bathroom.

I stayed outside till they started screaming.

"Here! Eat the nerd!" Flash said.

"Oh for heaven's sake- be a man, Eugene!" I fumed, running into the bathroom and shoving them out of the way when venom lunged.

"Linzy?! Get out!" Peter stuttered. "This is the guy's bathroom!"

"There's a living pillar of toilet sludge trying to kill you and that's what you're worried about?!" I screamed, diving to the floor when venom attacked.

"Flash!" I glanced behind me to see that venom had latched on to flash, and he was being overtaken. My eyes widened and I scrambled to the door. I threw it open and called to Peter. "Come on!" I darted outside and ran down the steps, tumbling the last few steps when Peter slammed into my back and we fell to the bottom. "Thanks." I said to the guy who caught us, then returned my attention to the soon to be dubbed Venom. It clumsily made its way down the staircase, eyes locked on my cousin. A bone shattering roar escaped the creature and it struck the lights with its tendrils, shattering the glass and making the room go dark. Again, Peter took the opportunity to pause; Everything took on shades of grey apart from my cousin and I. "I've had my share of anti-flash fantasies, but…even I can't let him get eaten by toilet sludge."

And play.

There was a collective freak-out among the party goers, and I followed them as they ran out, rushing to where Harry and MJ wait at the doors.  
"Linzy! Where's Pete?"

"He's right behind me. Keep going!" I said, grabbing their arms and pulling. "But, but, this is my house!"

"Everyone out!" said Ava, helping me herd them towards the exit along with Luke, Danny, and Sam.

"Be safe guys." I said to the team, giving the two a final shove and following them out into the hallway. There was just enough time for me to hear Sam say, "Um, what did she mean by that?" before the doors slammed closed and I had to run to keep up with my friends.

"Alright, you guys know where we're going?" I asked, struggling to keep up.

"Away from whatever that was!" MJ said, and we continued down the hallway.

"The stairs are over there!" Shouted Harry, and I made a beeline to where he was pointing. We could both hear and feel the blasts coming from the fight; the damage must be extensive If all that noise means anything.

"I don't know if we're gonna make it!" Harry painted as the building quaked and the stairs shook under our feet.

"We better make it!" I said, side stepping as a chunk of the ceiling fell next to me. "I have things I need to do!"

"Oh yeah? Like what?" asked MJ, and I gave her a wan smile.

"Like yell at Harry for having a party when we could've had a perfectly nice movie night instead, and find my other friends. I hope Kass, Val, and Fi are ok."

"How do you come up with these nicknames?" Said Harry incredulously, and we finally arrived at the ground floor. I nearly tripped over the boy when he stops, hands on his knees, breathing heavily.

"We made it guys!" MJ said triumphantly. I shook my head in terror and point upward. It's a lot scarier in real life when you see a ton of concrete about to fall on your head than it is to see in a cartoon. At the last possible second a web wrapped around the bulk of the concrete and stops it mid-air.

"Yes folks," Came Spiderman's strained voice, "your party favor tonight is not getting squished into pancake-dom."

Geez, he's strong.

"Thanks spidey!" I yelled, cupping my hands around my mouth so he could hear me.

"You're welcome!" he called, swinging the web and dropping the pile a safe distance away from us before giving me a small salute in farewell.

"That- was awesome." I gushed. It reminded me of the Spiderman ride in universal studios, where I punch Doc Oc in the face but don't actually affect anything on the ride since he's just a 3D screen. Here, I can affect stuff if I punch Doc Oc in the face, (which I plan on doing, by the way) and that, my friends, is awesome and scary. Come on, we all know we wanna punch at least one of the villains... and maybe Sam, on occasion.

I blinked and turned around.

"Um, guys? Weird, they must've wandered off while I was thinking. Oh!" I smiled, and looked at the side of the building. "Fire escape, duh."

"Hey guys, wait up!"

"MJ, what are you doing!?"

When I caught up with them, MJ was already halfway up the fire escape.

"Yes, what are you doing?"

"I'm getting the scoop of the year! This is my ticket to a job at the Daily Bugle." She said, sounding very sure of herself.

Harry stared in disbelief.

"More like a ticket to the hospital!"

"I agree! Come on, MJ. This is dangerous."

"Really guys? Where's your sense of adventure?!"

I deadpanned.

"I think I left with your common sense."

Ha! My first purposeful quip in the Spiderman universe! Yes!

She ignored me, of course, so I turned to Harry.

"Eh? Eeehhhh?"

He just rolled his eyes and kept walking.

…Kill joy.

MJ peeked over the edge of the building, balanced precariously on the edge of the ladder.

"Do you see Peter?" Asked Harry as he struggled to get a good view. I grabbed onto the ledge and hoisted myself up until I was sitting on the side of the roof, watching the battle unfurl.

"I can't get a clear shot!" Replied MJ, repositioning her phone to try and take a picture.

Harry shook his head slowly, observing Venom as he beat up the team.

"Wow. It's stronger than Spiderman!"

"I highly doubt it." I said, starting to stand when Venom's eyes locked on Harry. "The hero is always stronger than the villain."

When Venom started to charge towards Harry I leapt in front of him and stood my ground, glaring at the symbiote and motioning for Harry to get down. Venom stopped in his tracks, just as I knew he would.

"Fight it, Spider!" I yelled, refusing to move an inch even when Venom starts moving forward again. At what seemed to be the last possible second I saw spiderman. He was fighting feverishly to escape Venom, but the symbiote wasn't about to give in and kept walking towards me. That's not supposed to happen. He's supposed to be pushed back! My eyes widened and I considered running away, but if Peter was having trouble fighting it I had to do something to help. I gritted my teeth and forced myself to stare him down.

"NOOOO!" he screamed.

Spider was fighting, oh boy, was he fighting. But unlike in the show, Venom isn't slowed by this enough to make him stop. I became more concerned.

"Spider, what's wrong? You can do it!" I shouted, ignoring MJ as she pleaded for me to back off.

"Linzy, get back! I-I can't fight it!" My cousin screamed painfully, and I shook my head in stubbornness.  
"No way, spider man. I-I believe in you! I know you can fight Venom off!" I said, not really paying attention to what I was saying. My mind was busy coming up with a plan and arguing with T.B about whether it was too stupid to work.

"Don't be an idiot Li- Kid! It's dangerous up here!"

"You don't think I know that, Powerman? I have complete and total trust in Spiderm-" I cut myself off, putting my plan into action despite what T.B thought. I rammed into Venom's torso, throwing my full weight against him and sending all three of us spiraling back into the electrical conduits spidey used in the episode.

"Electricity Spiderman! Electro webs! Something!"

The eyes of his mask widened as he understood what I was saying.

"Yes! Nova, I need my hands!" I ducked as a blast from Nova zapped spider's hands free.

"You wanna be Spiderman? You're in for a big shock, Venom!" He shot his webs at the conduit, "Linzy, get out of the way!"

"Yes sir!" I said, diving aside as he fired up his electro webs. "whoa." I stared; awed by the brilliant blue arcs of lightning for a few seconds before realizing he'd need someone to catch him. I sprinted forward and, as soon as Venom was diffused, caught my cousin as he fell.

"You alright, Spider?"

"Yeah. Thanks Linzy."

"No prob. Harry! MJ! You guys ok?" I asked, helping Peter to his feet and running over to them worriedly.

"Yeah. Almost feel to my doom, but I'm alright." Said Harry a little breathlessly.

"Linzy, are you crazy?!" Demanded MJ, and I gave her a thin smile.

"Only a little." I turned to the team. "Have you seen my cousin, Peter? Is he ok?"

"Shrimpy kid?"

"Spaghetti arms?"

"Three dollar hair cut?"

"Only a ninety-eight average." We all looked at white tiger like she'd sprouted a third arm. "-What? That's not a jokey insult?"

Spiderman came up behind me and put a hand on my shoulder.

"Don't worry, he's fine."

"That's good." I said, turning my head as the door to the roof burst open. Norman Osborne and two police officers streamed through.

"You destroyed it?!" he exclaimed angrily, and I couldn't help but glare. It pains me how long It will take before Peter finds out it's been Osborne after him all along. He noticed all the scrutinizing looks he was receiving and quickly changed his demeanor. "…Thank goodness. Get the hero some help." The officers came around and started checking over the others while Mr. Osborne approached Harry.

"Harry, you could have been killed. You're lucky Spiderman was around." he pulled his son into a hug and glanced at me over Harry's shoulder.

"Sure. Hooray for Spiderman." Remarked Harry sarcastically as his dad broke away and walked over to me.

"Linzy! Are you alright?"

"Yes sir. Thank you for your concern, Mr. Osborne." I replied, wincing as he gave me a hug as well.

"You poor girl! Here, let me give you a ride home."

"Um, no thanks, Mr. Osborne. I have to find everyone and make sure they're ok. Harry! MJ! I'm sorry I can't stay to help clean up, but I'm going now. Make sure you get home safe, ok?"

"You too, Linzy."

I begin to walk away, but before I get too far Spiderman calls my name.

"Linzy! I never did get to talk to you about the other day."

Urg. I knew this was coming.

"I'm sorry Spider, but I have to find my friends and my cousin to make sure they're ok. If you really need to talk to me, I'm sure you can find me; but now I really have to go." I turn and run towards the exit, not waiting for his reply.

"Stop! Linzy! Ugh… thank you…"

"You're welcome, Spider!" I yelled in reply, thankful I'd heard him.

I plodded down the stairs and when I finally arrived at the bottom didn't know where to go. So I did the only logical thing and started calling everyone's names.

"PETER! KASS! FI! VAL! KKKAAASSS! HELLO!"

I stopped when I thought I heard a faint call of my name, but then resumed when I didn't hear anything else.

"KASS! VAL! FI! YOU GUYS!"

"Linzy!" It was Fi that called my name.

"Hey! Do you know where the other two are?" I asked as she came running up to me.

"No, we got separated when that thing attacked the party. Are you ok?"

"Yeah, thanks. I'm sorry it was such a catastrophe today, Fi."

She frowned and twisted her fingers through her hair nervously.

"It's ok Linzy, it's not like you knew all that craziness would happen. Geez, everyone was so freaked out I doubt anyone knows what that thing even was!"

"…Yeah."

Cue guilty feeling and awkward silence.

"Let's get you home, Fi. I'll call a taxi."

"Oh. Thanks Linzy."

I pulled out my cellphone and dialed a taxi service. A little while later one pulled up in front of us, and I paid in advance for Fi to get home. (despite her protests.)

"Bye." I said as she left, and shook my head. I've never been one to lie a lot, so it's quite difficult for me to continue Fibbing to my friends. Kass is one story; I don't have to lie to her 'cuz she's from my world. But… Fi, Peter, and Aunt May… it makes me sick how much I lie to them! I hate it! I absolutely-

Ok. Breathe Linzy, breathe. Alright. I'm good. Sorry for spazzing out.

I kept my head down as I walked the streets and ducked into an empty alleyway where I changed into my costume. I really needed to fly.

I leapt into the sky and jetted out over the highest building in sight.

There. That's a little better.

I sighed and traced a finger around my neck, retracting my mask so my hair could flow freely-well, as freely as short hair can- and I could feel the wind on my face.

Nice and relaxing. Don't need to think about lies. Just be calm.

I stopped moving around and floated in the air, allowing my eyes to soak in the sight of the night time cityscape.

Should I really be feeling guilty? It's either lie to cover up lies, or tell the truth to face more truth. How can I tell a truth I don't know? I still don't understand _why_ I can "universe hop" let alone _how_. That's why I thought it was crazy Jay bird was so obsessed with following us; how on earth had she followed Kass and I into this world in the first place?! Geez, that lady messed me up.

I sighed again and rubbed my temples.

When had everything gotten so complicated?

_BBZZZZZZTTTT!_

I glanced down at my wrist and clicked the red button.

"R.E."

"Director Fury."

"Why have you been ignoring my calls?"

"I was busy. If it's about Venom, the team handled it just fine."

"But you were at the Osborne's for the party. You couldn't have helped?"

I frowned and squinted at his mini-hologram. So Peter hadn't told him what I'd done. Interesting.

"Sorry sir. Next time I won't ignore your call."

"See to it. I expect better from you."

"Aye, sir. Bye."

With that I turned off the watch.

'_Busy day?'_ asked T.B, and I nodded.

"You could say that."

_'Don't stay out too late; your aunt is probably worried by now.'_

"I know, T.B." I rolled my eyes. "Do you think you can just shut up for a little while? I need to think. Let me know when half an hour goes by, ok?"

'_…Alright, Linzy."_

"Thanks."

I was going to do some serious thinking.

Maybe I could come up with a plan for the upcoming episodes, I don't know.

I floated on my back, looking up at the stars.

_I'm so far from home…_

**next chapter: Why I hate Gym, 'cuz I don't really like flight of the Iron Spider. Unless you guys have suggestions, then I'll consider it. **

**Let me know! **

**-R.E**


	16. Chapter 16

**Alright, alright. I am thoroughly appalled. I just reread my story, and the first few chapters are absolutely horrendous. I have improved so much as a writer since beginning universal webs, oh geez, I'm working myself into hysterics its so bad. I'm torn between a rewrite- it desperately needs a rewrite, I mean, ugh! As a reader ****_I_**** wouldn't read that- and keeping it since it shows how far I've come as an author. Ugh, the calamity. **

**…Sorry, that turned into a rant.**

**Anyway, on to the "WALL OF THANKS", as per usual. **

**Minori (guest)**

**Grapejuice101**

**NightOwl Fury**

**….thanks you three! You're the only ones that reviewed the last chapter, so I really appreciate you. Not that the other 19 people that follow this are slackers or anything… its ok, I can be too lazy to review sometimes as well. Well, let's hope this chapter lives up to your expectations!**

**-****R.E**

Chapter: eh, who cares anymore?

The first thing I saw when I woke up was the brilliant shining face of my dear cousin inches away from my own.

Understandably, I freaked out.

"WWWWAAAAAAAHHHHHHHHHHH!"

My arms flailed in self-defense, swiping across Peter's chest and striking his face before I even registered who it was I was attacking.

"Ow! Linzy!" Cried Peter with a pout on his face.

"Oh my gosh, I'm sorry Peter! Geez, you scared me!" I sputtered, my hand on my heart. I'm not a morning person, but if you wake me up like that I'm not falling back asleep anytime soon. Which- come to think of it- was exactly what he was going for. "Wait, seriously? You're just waking me up for school? Again?!"

He shrugged and smiled.

"Well, what can I say? You keep missing your alarm."

I groaned and flung a pillow at him half-heartedly.

"Get out of my room."

"Yes ma'am. Wouldn't want to be attacked for no reason- oh wait, I already was."

"Scram, Peter!" I yelled, smiling as the alarm clock met him squarely in the stomach.

"Ow!"

"I said, scram!"

"Scramming, scramming…"

I laughed as he toddled down the hallway with his hands guarding his head. Time to begin another day…

"Oh give me a home where the buffalo roam and the deer and the antelope play. Where seldom is heard a discouraging word and the skies are not cloudy all day…" I sang quietly to myself in the lunch line. Just another day, no episode yet…well, at least It's Friday. I get so bored in between episodes.

…That's a complete lie, of course. Forgive my sarcasm. It's hard to be bored when I have to worry about not only about Kass and myself, but Val, Fi, Peter, the entire team, the world, and in a roundabout way, every single universe in existence.

Yup, I went there.

Big whoop-dee-doo, I know, but in all seriousness it's very possible I could mess something up bigtime and bring about the end of the world(s). Add that to the many side projects I have going on as R.E, and I'm drowning in worry.

I grabbed a pudding cup from the dessert tray and checked out my food before heading back to the table where my friends were sitting.

"Hey guys." I said, greeting the diverse group and taking the seat by Harry.

"Hey Linzy! Have you heard the news?"

"Hm?"

Peter rolled his eyes.

"He's just gossiping. There's a rumor going around that Spiderman goes to the school."

"Oh."

"Girls love heroes, so you all should help me spread the rumor that it's me. Sound good?"

MJ gave a small laugh. "It probably _is_ you, Harry. Who else could afford all those webs he squirts all over everything?"

Oh. Yup, this is familiar.

"Spiderman doesn't squirt, MJ." Peter and I said in unison. We shared amused glances and I gestured for him to continue. "He shoots. And I don't think it's a good idea for anyone to pose as him right now."

I was about to remind everyone of how the sinister 6(5 at the time) had broken into our school to hunt him down, but before I could Flash came out of nowhere and knocked my cousin to the ground, taking his seat.

"Speaking of squirts…" He quipped, a wolfish smile on his face.

Peter jumped up and zipped back over to the jock, his angry glare easily up to par with my own.

"Thompson! Mr. Parker! Pay attention." Principal Coulson chastened and my ears perked up automatically. "Your gym teacher, Mr. Molskin, will be out due to a freak accident after last night's game."

Oh shoot, if I'd have figured it out I could've saved the poor dude. It must've really hurt when he was jettisoned over the football field…

"Mr. Jager will be your substitute until further notice."

I turned my glare on the so called "Mr. Jager". I really don't like taskmaster. A great villain, yes. That doesn't mean I don't want to kick his face in right now for being anywhere near me.

"I look forward to the challenge of unlocking your hidden…talents." He said meticulously, and my frown deepened. He's just so creepy.

_Awkward phrasing or veiled threat? You be the judge._

Should I just ignore Peter's little pauses? There's so many, and they're starting to annoy me.

"I don't think I can take part in this." I intoned.

"Oh come on Linzy, it's just dodge ball. Are you scared that your little bookworm self can't play?" taunted Flash, and I felt tempted to remind him that he owes me. But instead I decided to play along.

"Um, no. I love dodgeball."

"Then what's the problem?"

"You're asking me to play against you, with all the jocks on your team, while my cousin is the only one left on the court." I replied flatly. "…Which, in retrospect, is against the rules anyway. You can't just pull a random bystander into the game at the last second."

"I can do whatever I want to. Besides, puny Parker over there looks like he could use a hand."

All throughout our conversation the other jocks on Flash's team were messing with my cousin, throwing the balls at him from all directions yet still allowing him room to maneuver. I hid a smile behind my hair and nodded.

"Point taken. Hey Pete, need some backup?" I jogged onto the court and danced around a few incoming rubber projectiles before stopping near Peter.

"Sure, if you don't mind being creamed alongside me!"

I gave him a slow-growing confident smile.

"Now Peter, why is it you think we're the ones to be creamed? I'm at least gonna try."

"If you say so."

I eyed the next ball to go flying and reached out, catching it and sending it gliding over to the other side. It hit one of Eugene's friends in the shoulder and knocked him out of the game.

"See Peter? We can at least make a dent-"

"WAIT!"

_I could in fact, dodge this ball._

Sure you could. You're trying to make it easier for them you win, aren't you. AREN'T YOU?!

_…but I chose not to, in order to protect my identity and thus all the kids in this school. _

Uh huh. Right.

_Even king jerk-Flash Thompson, who has it all but still thinks he has to get one up on me._

He doesn't have as much as you think. He lives in a gas station, the poor lug.

"DOH!" Peter exclaimed, taking a direct hit to the face.

"You lose, again." Flash said, throwing another ball at him.

"Hey, I'm still in this thing! Give me your best shot, Thompson. I'm not going down without a fight."

He looked up at me with a devious smile. "Alright, If you insist…" he picked up a ball, aimed, and threw with unerring precision.

…

…

(Pause for dramatic effect)

…

…

I caught the ball and sent it back at him, catching him in the stomach and sending him stumbling back a few paces.

"Oh yeah, bet you didn't see that coming, Eugene!" I exclaimed, fist pumping in triumph. I got hit a few seconds later, but I enjoyed the victory while it lasted; as did the rest of the people who'd been knocked out by Flash's team.

"Great job Linzy!" Peter said as he patted me on the back.

"Gee, thanks Peter." I said dryly.

"PARKERETTE!"

I cringed when I heard Flash practically howl with anger and turned timidly to face him. He had picked himself up off the ground and was looking at me with gritted teeth. Then he did something unexpected. He _smiled_. "You're alright." He said, with a flirtatious grin.

My eyes grew wide and I looked at Peter in fear.

Was Flash just…flirting with me?!

Holy guacamole, he was!

I am _so _**NOT** ok with that.

"I'm looking for finalists for the citywide athletic achievement contest. I want to see everything you've got in this obstacle course. Push yourselves to the limit. Don't give me less than 110%."

We were all standing in front of the obstacle course in the gym, and while everyone was listening intently to what Tasky had to say I was worrying about something else.

Flash had been FLIRTING with me, and had yet to stop. Every time I happen to look in his direction he's giving me suggestive glances and wiggly eyebrows.

Who even does that anymore?! I mean, come on, WIGGLY. EYEBROWS.

"You could learn something from him." Said Ava to my cousin, referring to the sub.

"How to creep people out?" he asked, and I nodded my head.

"I second that."

" , GO!"

Flash stepped out of line and puffed out his chest.

"I'll show you how it's done!" he exclaimed, dashing past us and onto the first obstacle. He scaled the rock wall quickly and leapt over the other side, landed in a crouch and ran on to the balance beam. He made his way across then headed to grab onto a rope where he swung across a low moat filled with water. One foot hit the liquid but the other was firmly planted, so he kept on. Over the hurdle he leapt, and I narrowed my eyes as I saw taskmaster coolly observing him from the sidelines. The last thing he had to do was dive through a tire suspended from the ceiling on a rope. He sailed through it easily and slid to a halt at Tasky's feet.

"First to finish. Good, huh coach? Am I in?"

Ignoring him he called for Ava to go. She swept through the course with the ease and grace of the tiger she was, followed by the rest of our class. The most notable of the bunch were the team, of course, but Harry as well, which didn't surprise me. Luke got caught in the tire, though, and that's funny no matter how many times I see it. I straight up burst out laughing when I saw his exasperated expression.

"Miss Parker, GO!" I gave a running start, fully intending to do my very best on this course, even If it was a fluke. I wanted to see just how much I was able to do before I tried out or slipped up; I'd been making a lot of progress because of my suit and it was time to put my muscles up to the test.

As soon as I got near the rock wall I jumped, grabbing the rocks as near to the top as I could and attempted to swing myself up over the edge.

"Yeah, go Linzy!" Flash yelled, and I flushed beet red.

_Just ignore him, Linzy. Keep going._

I leaped down and landed on my toes- a fact which I was very proud of- and hurried over to the balance beam. I have pretty good balance, so I glossed over that pretty easily, and eagerly approached the next obstacle. The rope. I had to swing over the water and land on the other side.

"All right, here goes…" I clutched the rope and vaulted over the water, did a little half-flip thing and stumbled into my landing. "Yes! Foot didn't hit the water!"

"Great job, Linzy! Keep going!"

I smiled at Peter's encouraging words and jumped over the hurdle. I hit my knee on the way over but got up and ran to the tire.

_Oh geez, will I be able to fit?Well… I've at least gotta try._

Run, run, leap…. Fumble, slide, fall…

I opened my eyes and looked around.

"Did I make it..?"

…..

…..

…..

"No, but it was a good try."

I sighed and worked my way to my feet. I really thought I'd be able to make it…

"That was great, Linzy!" Peter said as I walked back in line.

"Thanks. I didn't make the tire, though."

"That's ok. You did way better than I'm going to."

"Mr. Parker, you're last."

_Yeah, because you're going to try to stink; that makes me feel so much better. _

I elbowed peter.

"You can begin anytime today. The course doesn't run itself, Mr. Parker."

He rubbed the back of his neck sheepishly and walked over to the starting point to start stretching. Bolting towards the rock wall he leapt up and grabbed the edge… He did not, however, make it over the wall; instead choosing to dangle, kicking his legs as if he were trying to find a foothold then fell on his back at the foot of the wall.

"Way to go, cousin." I cheered sarcastically.

Ignoring me, Tasky addressed the others.

"I'll see three of you here tomorrow for the final cut. Rand, Osborn, Thompson. The rest of you- anemic."

"Tomorrow? Saturday?" Danny asked in surprise.

"Did I stutter?"

"Danny, Flash, and Harry? Harry?! I aced that thing. Why am I not a finalist? Because I'm a girl?" Ava said stubbornly.

"Are you the only person on earth who sees school on a Saturday as a good thing?" Peter inquired as he ran his fingers through his hair. She only frowned in response and lowered her voice so I wouldn't hear. I took that as my cue and turned away. I already knew what was going on, and I had some plans to make.

"Hey Linzy, Peter doesn't want to come and run the course again with me tomorrow. Do you-"

"No, Ava, sorry." I cut her off. "I have to meet up with some other friends tomorrow. Besides, I did the best I could today; coming back tomorrow wouldn't make much of a difference."

3rd person pov

R.E turned her head slightly, buried deep in the shadows of Coulson's office._ It's already getting late. Where- ah. There he is now. _

Just as Coulson sat down at his desk, a mass of darkness detached itself from the wall and slinked towards him.

"Coulson!"

Thwack.

He brought his hand down hard on the back of the man's head. R.E winced, but she couldn't find a way around it. She didn't want Coulson awake for whatever happens next.

"You know, I really wish you hadn't done that." The girl said smoothly, stepping out of the shadows. Taskmaster turned slowly to face her.

"So now you show yourself. I've been wondering who else was in this room."

"You're good, Taskmaster, but not good enough." She perched herself on the edge of Coulson's desk and crossed her legs. "You do realize I can't let you attack the students of this school just to find the arachnid, don't you?"

"Who are you? One of Fury's lackeys?"

"Getting right to the point, are we?" She laughed, tilting her head. "Not very polite."

It struck her that what she was doing was quite foolhardy and idiotic.

_ "Um, Linzy? You should stop now." _Whispered TB; in many ways her voice of reason.

_'Ah, spoilsport.' _ R.E replied.

"At any rate, I have a proposition for you." She said, lithely hopping off the desk. "Instead of tearing apart the school in search of Spiderman for your employer, I am prepared to…double what Doctor Octavius has offered to pay you for your services."

"Oh really?"

"Mm hm." She pulled three thick wads of cash out from TB and placed them on Colson's desk. "More, if you are so inclined."

"Hmm. A tempting offer, yet sadly, I must decline."

Instead of replying she simply activated stealth mode and melted into the shadows.

"You're playing a dangerous game, Taskmaster." She said as she disappeared. "Look forward to seeing me again."

_Time for plan B._

The next morning finds me in front of the school, watching the boys appear and go inside one by one.

_I'm not sure if I'm doing the right thing._

I thought, frowning as I observed Harry's limo pulling up to the school.

_Maybe I should stop meddling. I _**was**_ acting stupid last night._

I shook my head and slinked into the school, making my way quietly to the gym.

_I just wish I was better at making plans. _

I stopped and slapped my forehead.

_Oh geez. Stan. Coulson. I was too focused on Taskmaster; I need to be more considerate._

I took off running to the office, berating myself for being an awful person.

_I can't lose sight of what I need to do. Others come first, whatever else, second. When did I forget that?_

_"_Don't come into my office."

"Yeah, yeah, drop it Mr. Phil. Spider and White Tiger are on their way, they can handle Taskmaster."

I spared myself the embarrassment of seeing him in his underwear by focusing on the ropes. I tore them from the ceiling and carefully set him down on the ground, averting my eyes elsewhere as he clothed himself.

"You know him?" He asked when he was done, straightening his tie.

"Yeah. Assassin. Hates you, Fury, and Shield. All that jazz. Now if you excuse me, I have to go rescue Stan from a robot arm, even though he can probably get out himself, seeing he works for you guys...Oh, and you better stay here till those two find you, they're gonna need some directions about what to do." I rambled, and with that I ducked out of his office, my conscious somewhat soothed. I gave him a few hints, perhaps too many. He should realize by now that I know a whole lot more than I should, anyway.

"Hello? Is anyone there? I'm in quite a pickle! Hello?"

There were long shadows on the walls around him, the giant metal arm clamping him to the wall in a far from comfortable position.

"Hey Stan." I greet, pulling him out of the massive metal fingers. "You better get out of here, a huge fight's about to go down."

"Gee thanks!" he stopped and his eyebrows rose. "Who-"

"R.E! What are you doing here?"

I turned just in time to see my cousin and Ava come running around the corner.

"What, no "Hey R.E! Thanks for coming!"?" I asked playfully. I shot Stan a warning look and he skedaddled away. I love Stan Lee, but I have no clue if he actually IS Stan Lee in this universe or just a lookalike for the purposes of his beloved cameos; So for now I'll just focus on the task ahead.

"I believe agent Coulson has filled you in on taskmaster?"

"Sort of. We have to move fast; there are kids in there!"

"You guys go on ahead, I'll double back to make sure that no one else is caught in the school's security snares then catch up with you."

Spiderman gave a curt nod and continued to run, not having enough time to argue with me about my plan. '_It's not like those two needed my help anyway…' _

I turned around and did just what I said I would for a change; I doubled back and combed through the school. In doing this I was able to save a few more of the staff from the traps before herding them out the doors of the school. Finally finished, I hurried back to the gym only to find the lights out and the sound of fighting coming from the darkness.

'_T.B, does this thing have night vision?'_

_'You know it!' _He chirped, and I activated it so I could see. Moving silently into the pitch-black gym, I shot a thumbs up to Spiderman, who was busy throwing dodgeballs at a figure I assumed to be Taskmaster.

"It's about time you showed up!" He quipped as White Tiger started webbing the villain to the bleachers, and I rolled my eyes.

"Uh huh."

To Ava he said, "Nice shot! You been practicing?" she chuckled. "Now I know why you use these; This is fun!" with one last thwip from her wrist the lights came on, and Taskmaster made one last ditch attempt to save his hide.

"It's not too late for you to join me."

"Yeah? You may think I'm a loser, but I don't." The spider replied, and I felt pride swell in my chest at his conviction.

Taskmaster narrowed his yellow eyes.

"Then I'll simply expose your identity as Flash Thompson, to the entire world!"

"Which Flash Thompson?" White Tiger asked, stepping aside. "That one?"

I smiled beneath my mask and watched as Flash and Harry walked up.

"Yeah, LOSER!" Flash yelled, then gave a start at Tasky's glare. "…He can't get out, right?"

I walked over and stood next to my teammates, looking taskmaster in the eye.

"He's SpiderMAN, Tasky, not SpiderTEEN."

Peter nodded in agreement. "But this school is still under my watch," he commented, "just like the rest of the city. There's a lesson for you here-"

"-Yeah! You just got schooled!" Flash taunted, and I face palmed.

"Not helping." My cousin stated, and Flash shrunk a little in his gaze.

Taskmaster ignored both of them and stared at me, his hand already holding the smoke bomb he would use to escape. I moved to stop him, but only got close enough to hear him whisper something in my ear.

"I should've accepted your offer."

Then poof, he was gone, the only thing remaining of him the rubber mask that had been "Mr. Jager".

Creepy.

**Huzzah! This chapter wrestled with me for a long time, and Eugene "Flash" Thompson sorta took on a life of his own. To honest, he wasn't actually supposed to be in this chapter until his appearance at the very end. Stupid jock took my plans and shoved them down the toilet when he challenged Linzy to a game of dodgeball and started flirting with her. If he's ooc, blame Flash- of-my-imagination: not the authoress. **

**Before I disappear for another few weeks, a little hint about the next chapter is in order. It's an original chapter! Does not follow an episode! May include cousin-ly bonding! (You're welcome, NightOwl Fury) **

**And that's all, Folks!**

**-****R.E**


	17. Chapter 17

**Whoo, this chapter took forever to write. Just some fair warning- tons of stuff happens. I'm actually really proud of how original it turned out! Sorry if Peter or Aunt May seem OOC, or if Linzy gets a bit rambly. I hope you enjoy! **

**-****_R.E_**

**_Ps. NightOwl Fury, sorry if it's not quite what you had in mind with "cousinly bounding." That part got a little off track, but it's still there!_**

Chapter 19

"Aunt May, even if by some miracle that dress fits, I'm never going to wear it." I stated bluntly, shaking my head with a scowl.

"But it's so cute!" My Aunt cooed, holding out the dress in admiration.

"The skirt is _way_ too short! I don't do short skirts, ok?"

She rolled her eyes and shoved the dress into my arms.

"Just try it on, alright? Humor me."

I groaned and elbowed my way past Peter, toppling his tower of clothes hangers a I passed.

"Aw, Linzy! Look what you did." He pouted, crossing his arms like an angry toddler. It took him another second to notice the dress in my arms, but when he did a broad grin lit up his face.

"Did she finally get to you, cuz? Don't worry, I promise not to laugh. Much." He quipped and I didn't bother holding back my most scalding death-glare.

"Hold your tongue, boy." I snapped, toppling his creation and retreating into the dressing room before he could retaliate.

_He's so annoying; I swear he acts that way just to mess with me…_

I turned my frown on the gaudy green and silver dress, turning over the material in my hands before giving in and pulling it on over my tank top and shorts.

(If you were wondering about the complete lack of super hero action, today is one of the few we Parkers have set aside for "family bonding time!" Unfortunately, "family bonding time" to Aunt May means "spend all day shopping for new clothes" while Peter sits around making snide remarks and clothes hanger art.

Quite frankly I'd much rather be clipping Doc Oc's toenails.

I HATE SHOPPING. )

I sighed and pushed aside the curtain.

"There, happy now?" I asked with a pout.

A giant smile lit Aunt May's face and she clasped her hands together in adoration.

"Linzy, you look absolutely wonderful!" she praised, and I huffed in embarrassment as a red flush invaded my cheeks.

"Yeah, cuz, looks great." Peter droned, not paying a lick of attention as he focused on rebuilding his tower in the shape of a log cabin. I frowned and marched over to him, tweaking his ear playfully.

"…Ow..?"

I rolled my eyes and shook my head at his lack of conviction.

"We're buying it." Aunt May announced, pushing me back into the changing room.

"Wait, what?! Aunt May, there's no way I'll ever wear this in public!"

Later that night…

"I can't believe I'm wearing this in public." I moaned, leaning against Peter's shoulder in a vain attempt to hide. We were in a relatively fancy restaurant waiting to be seated, and Aunt May had practically forced me into wearing this stupid dress despite my numerous and well-presented arguments.

I even made a flip chart. A FLIP CHART. And she _still_ made me wear it!

I shot her a look as we followed the waitress to our table, but the oblivious woman simply smiled at me and kept up her conversation with Peter.

Sighing, I slid into the booth and zoned out as the waitress took our orders.

_'Something about restaurants always makes me want to read…' _I thought, my hand resting on T.B as I fought the urge to dig out my current novel. '_But Aunt May always gets mad when I read while I eat.'_ Lowering my head onto the table, I traced circles in the water leaking from my cup. '_Come to think of it, Mom was the same way…'_

Flashback (Because I can!)

"Linzy! Quit reading at the table!"

I grinned at her guiltily and slid my book onto my lap.

"Sorry mom!"

"And quit drinking from the side of your mouth! You know that creeps me out."

I rolled my eyes and set my glass on the counter.

"Yes ma'am."

I ate in silence for a while then mom spoke up again.

"So, are you looking forward to the field trip today?"

Looking up at her, I set my fork down and shrugged.

"I suppose so; I am excited that I get to go with Kass. The aquarium is supposed to be really amazing."

"Sounds nice. Are you going to bring me a souvenir?"

"Of course." I swallowed the last mouthful of eggs and hopped up from the table to hug her. "Love you!"

End flashback

We didn't know it yet, but that would be the last conversation I'd have with my mom for a long time. That very day, I got on the wrong bus with my friend Kass and ended up in a completely different world. That was the first time we ever universe hopped… and the last time I saw my family.

A tear rolled down my cheek and I brushed it aside quickly before Aunt May or Peter noticed.

I've never done too badly on my own; I've always been an only child, so I guess I'm just kinda used to being alone. I just… I try to hide it, but I really miss my family. Even though I've been adopted as a Parker, I'll always be Linzy Keeper. There is absolutely nothing I can do to change that… even if I am starting to get a little too attached to my surrogate family.

I blinked.

"Um, Aunt May, where's Peter?" Ask a standard question…

"Bathroom." Get a standard answer.

Right that second, my watch started vibrating.

"Excuse me for a moment..."

Jumping up from the booth, I tugged on my skirt in annoyance and rushed to the ladies' room. Once I was secured in an empty stall, I hit the red button to greet Director Fury.

"Yes sir?"

"You're not going to be happy, Linzy."

"Pardon?"

"It's Frances."

"…"

"…"

"Okay, tell me where she is. I'm on my way."

Frances bared her teeth at the darkly clothed SHIELD agents and clenched her hands in anger.

"LEAVE ME ALONE!" she screeched, the agents scrambling to avoid being knocked off her feet at the sound of her sonic scream. The girl turned and slammed her fist into the nearest car, the glowing energy blasting the vehicle into smithereens and causing shrapnel to fly haphazardly into the surrounding area. I stood, rooted to the cement. Was that crazy looking creature really Fi? Her hair was longer, and ragged, with a badly painted diamond taking the place of France's scar. Her eye crackled with an evil yellow light when she used her powers, and her voice sounded painfully raw.

"F-Frances?" I asked, quietly at first, and then raised my tension-filled voice. "FI!"

The flying girl turned her head, surprise and anxiety flushing her face as she recognized my voice.

"NO!" she yelled abruptly, and I found myself jettisoned backward into the building behind me. "YOU CAN'T BE HERE! YOU CAN'T SEE ME LIKE THIS!"

My back cracked loudly and I sank to the ground with a groan.

Why do buildings have to be so hard?! That really hurt!

"Frances, why are you doing this?"

My voice was barely above a whisper, but I knew she could hear me. Her eye sparked and her breath audibly caught in her throat.

"I…I…YOU WOULDN'T UNDERSTAND! YOU CAN'T UNDERSTAND!"

The SHIELD agents took advantage of her distraction and started to fire their stun lasers at her back. Frances threw a dirty look over her shoulder and hastily constructed a sonic shield. Once the blasts stopped, she flew towards me and tossed me over her shoulder in a surprising show of strength.

"What are you doing?!" I demanded in shock, gasping as she again took to the sky. I struggled against her hold for a moment, before giving in and slumping in defeat.

_'I can't believe she's kidnapping me…' _I thought in annoyance, my scowl deepening as more yellow static erupted from her eye.

There was only a split second where I could adequately feel angry before I was hit in the back of the head.

Then I was much too unconscious to do anything but sleep.

The first thing I was aware of when I woke was the strong scent of mildew in the air. My hair was sticking to my neck and I was sweating profusely, but the worst part was the throbbing lump that had emerged on the back of my head.

"Ow, what hit me?" I moaned, trying to soothe the pain with my fingers.

"That…would be me." Frances replied. I turned my head to see her sitting a few feet away, her head resting in her hands.

"WHAT THE HECK WAS THAT ABOUT?!" I yelled, yelping as my head throbbed in protest.

Fi grimaced and turned her head slightly to the side. I immediately felt guilty at her look of loss.

"Erm…sorry…what I meant to say was, "what just happened?""

She met my worried gaze with blank, tired eyes. Then she started to cry.

I stared, completely at a loss. What was I supposed to do with a crying super powered future villain who just kidnapped me?!

Sheesh.

I sighed and leaned forward, enveloping her in a hug. The poor girl started to cry even louder, and she wailed into my shoulder with a ferocity that made my heart clench.

"Listen, Fi," I started when she finally began to calm down, "I have absolutely no idea what led up to all that craziness. What I do know, however, is that you're my friend. Whatever it is, we can face it together, ok?"

I held her at arm's length and searched her still-watery eyes. She sniffed and nodded, and I reached into T.B to pull out my handkerchief.

"Here." I said, offering the small cloth in hopes she'd stop crying. She smiled and took it, dabbing it against her eyes delicately.

"Only you would have a handkerchief, Linzy." She hiccupped, and I grinned in response.

"Yeah."

We lapsed into silence for a while and sat there awkwardly.

"It… it started a few years ago." She whispered, so quietly I didn't hear her at first. "My… someone I was close to…was angry that I was…was overweight. They… well, they hurt me."

I bit my tongue as a wave of calm swept over me. I felt my emotions grow distant as the familiar feeling of detached attentiveness took over.

"I got defensive. I…fought back. These powers just appeared out of nowhere- they saved me! But…"

Her fingers crept up and glossed over her scar.

"I killed them." She grimaced, not meeting my eyes. "I didn't mean to, but I killed them. And ever since, my emotions have just… gotten out of control! Any little thing can set me of… I get so angry… and afraid. So afraid!" At this point she started sobbing again, and I pulled her into another hug. This time I didn't let go.

"Please, don't hate me! I just get so scared! I- everyone leaves me! As soon as they know-" she hiccupped again and my sleeve was soaked with tears.

"I could never hate you." I said quietly, my voice muffled by her matted hair. She didn't speak up, so I continued, "Believe it or not, you're my friend, and I'll always do my best to be there for you. So stop crying, ok? You've had a rough past-" My voice hitched, and I shook my head. _Lord, this is messed up. Give me the words to say…_ "You've had a rough past, but it's what you do now that matters. Don't let your mistakes define who you are."

So I sat there, the sobbing villainess encircled in my arms. By the time she stopped crying for good, I felt drained like I always did when such an emotional event occurred. My own consciousness crept back in and the empty feeling that helped me think departed.

"You're going to be ok." I asserted sternly. She nodded once.

"Yes ma'am."

I grinned at her sarcastic remark, then patted her on the head.

"Alright, Fi, I better get going now. My Aunt is probably wondering where I am." _Not to mention, Nick Fury probably thinks I died._

"O-Ok. Um, Linzy?"

"Yeah?"

"Thanks. And, uh, I'm sorry I kidnapped you… and stuff…" she trailed off awkwardly. Social skills, 0. _Why do I always end up with the awkward ones?_

" S' alright, FI. Just… call me next time, instead of knocking me out and kidnapping me. Trust me, I'll come."

She looked up at me with eyes filled with disbelief and hope. I laughed quietly and staggered to my feet.

I can't really hold a grudge… I'm too much of a softie for that. Besides, being mad wouldn't help anybody.

With a little wave, I exited the room and found myself in a nondescript alley. With a loud huff, I leaned back against the wall and craned my head back to look at the sky.

"That was unpleasant." I muttered. I somehow always end up as the dumping ground for other people's emotions. I don't usually mind it, but I already felt guilty for lying to Frances, and now I felt even worse. My hands unconsciously wound themselves into my thick brown hair. It was getting longer. When I first popped into this universe, it was only a little below the ear. Now it was lightly brushing my chin and the split ends were blaringly- at least to me- obvious.

With a jagged sigh I detached myself from the wall and swayed down the alley, my footsteps making loud echoes as I walked.

"_T.B? Do a scan and make sure no one's watching. I need to go hero."_

_'Oh, you totally stole that line from Ben 10.'_

At first I merely snorted at his reply, but then I stopped in confusion.

"_And just how do you know about that..?"_ I asked.

_'Erm…well… I've kinda been watching episodes of a lot of TV shows and movies to keep me occupied…'_

I shook my head to clear my negative thoughts and breathed a sigh of relief. Of course, that made tons of sense. I don't talk to him all the time, so he has to have **_something_**to do. Then another thought struck me.

"_But wait…"_

I scrunched my eyebrows together in annoyance- the thought wouldn't form. It was as if something were blocking me from figuring out what It was I was about to say. In the end, I just gave up and put on my suit. It must not have been that important if I forgot it, right?

I sucked cool air through my teeth as the fire that accompanied the application of my suit faded into nothing. It almost _was_ nothing, now. I remember the pain had been a lot worse at the beginning.

Pulling T.B inside out and buckling him around my waist, I activated my boots and jetted off into the sky.

Why was I feeling so reminiscent today?

I arrived back at the restaurant sooner than I expected.

"Hey, sorry I stepped out. A friend of mine was having a…personal crisis…" I said, guiltily rubbing the back of my neck.

"Oh, that's alright. Didn't even notice you were gone." Aunt May replied, looking concerned.

"_Now_ what's wrong?"

"Well, Peter hasn't come out of the bathroom yet. I'm getting worried about that boy…"

I sighed and stood up.

"I'll go check on him. Be right back."

If she was so worried about Peter that she didn't notice my hour-long absence, I had to do _something-_ even if it meant I had to ask some random guy if my cousin's in the bathroom... when I know for sure he's not.

"Hello? Anyone in there?" I asked, poking my head in the door. Mercifully, there was no reply. I stepped inside and asked again, louder.

No one.

"Alright, I'm coming in."

It only took a few seconds for me to confirm my cousin's absence from the restroom.

"Ok, scratch that. Time to call Fury."

_Do do do, 3__rd__ person point of view…_

Rewind a few hours, and we find our favorite web-slinging protagonist having an awesome day. Not only had breakfast consisted of a healthy tower of chocolate chip pancakes courtesy of Linzy, but the shopping trip had awarded him a brand new pair of sneakers and a hilariously blushing cousin. He was really looking forward to this special meal with his family… so of course Murphy 's Law just_ had_ to intervene.

"Hey! How stupid are you dorks? Robbing a bank in broad daylight? Really?" Spiderman called, webbing one of the robber's feet to the floor.  
"Aw, come on, Spidey! Can't you just turn a blind eye for once?"

Peter rolled his eyes in annoyance.

"Um, let me think about that. NO."

'_And as soon as I'm finished up here, its straight back to my family for some much needed R and R-_'

"HELP!'

_'-or not._'

Shooting one finial web at the robber, Spiderman turned and shot off into the sky, following his spidey sense to the next crime scene.

So, returning to the whole "Murphy's law" thing. One crime in one hour? Typical. Five crimes in one hour? Abnormal, but still within reason. **_Ten_** crimes in one hour? Only today.

"Ugh. What's with these guys? It's like the whole world is scheming against me today…"

"I know what that's like. Need some help, Spidey?" the arachnid whipped around and relaxed when he saw who it was.

"Oh, R.E. what's up?"

The colorful green and purple hero landed on the concrete and walked closer, shrugging her shoulders easily.

"I called Director Fury earlier and he said you were up to your ears in petty thieves." She glanced around at the six thieves already webbed to the wall. "I think that was a bit of an understatement."

"Aww, so you DO care! Just when I was starting to think you were some sort of anti-social recluse…"

"Ooh, knows a big word, thinks he's some kinda big shot. Nice one, Webbed wonder." She shot back playfully, placing her hand on her hip.

"Webbed wonder. Haven't heard that one before…"

"I'm sure."

Spiderman tilted his head to the side. "So, are you really here to help? If so, you're not doing such a great job." He said, pointing at the robber who'd sprinted past R.E without her noticing.

"Oh really?" she asked in an amused tone, snapping her fingers at the exact moment a trap net snatched up the robber and dangled him from a lamppost. Spiderman sagged in disbelief.

"Wha-? How-? You didn't even turn around!"

"I'm just that good, Spider. I'm just that good."

He sputtered in indignation and shot a web at a building in the distance.

"Yeah, well, I could do that too, if I had too."

R.E chuckled and patted him on the back.

"I'm sure you could, buddy. By the way, this doesn't have anything to do with what Director Fury said before about me being a leader, does it?"

Recap:

_"Pfft. Fury's pet~" Spiderman sang, and I was behind him in a second. I grabbed his forearm and bent his arm behind his back. _

_"Ah! Uncle! I'm sorry- Uncle!"_

_I released him with a smile. My cousin can be so stupid sometimes._

_"Anyone else care to comment?" Fury asked, and they all shook their heads. "Good. Maybe I should make you the leader, R.E."_

_"Hey- no take backs!" Spiderman said, pointing at fury. He turned to me and repeated himself, still pointing. "NO TAKE BACKS."_

_I shook my head quickly and held up my hands. Fury was putting me into some dangerous waters with his choice of words. _

_"Um, no. I'm more like the easily-annoyed-older-sister type. Heh heh…" I laughed it off uneasily. Kass would have a cow and die laughing if she ever heard me say that, but she'd definitely agree. _

He opened his mouth to lie, then thought better of it.

"Maybe just a little." he replied sheepishly, holding his thumb and index finger close together to illustrate his point. He turned and started to swing through the city, and R.E kicked on her boots and followed after him at a brisk pace.

"Uh huh. Trust me, arachnid, I wouldn't want your job for all the money in the world." She confided, leaning back so she was flying lying down. " Like you said, I'm just an "anti-social recluse." I wouldn't do well leading others. Besides, pretty much all of you are older than I am."

"We are?" he asked in surprise.

R.E made a strangled sound and face palmed. "My oops. No more personal stories for you, Spiderman."

"Yeah, about that." He started, and R.E rightened herself in preparation. "How come we don't know who you are? I mean, everyone else on my team knows my ID, and I know theirs, but you-"

"-Let me cut you off right there." she interrupted. " You see, I made a deal with Fury. If he kept my identity secret, I'd join this team. That's just how it's going to be. I understand that that may make you uneasy, but I assure you that both Director Fury and Agent Coulson know my true identity. They wouldn't have let me join SHIELD otherwise."

Unbeknownst to him, Linzy's face was contorted with guilt under the colorful mask. It was only a half truth. Fury had asked her to join their team before she'd ever confessed her identity…but Peter didn't need to know that. Yet.

"Well, all right." He sighed, looking ahead again. " I guess I can trust you then?"

"I hope so. That will make this team work much better."

They traveled around the city for another few minutes in amicable banter and stopping a few more crimes before they finally felt satisfied that there'd be no more trouble that night.

"Bye Spiderman. See you for tomorrow's training session?" R.E asked, waiving her hand.

"Maybe!" he retorted as he swung around the corner and disappeared into the night.

R.E came to an abrupt stop, her hands dangling loosely at her sides.

"I hate lying to you, Peter." She whispered. Emotion swelled in her chest and she sank to the ground, landing heavily with a sob.

"I'm just really good at acting like I don't."

Linzy's POV

I stood there for who knows how long, wiping away tears and waiting to ensure Peter and I don't get back at the same time.

'_Linzy, are you ok?_' TB asked quietly, and I drew in a ragged breath of air.

"Yeah, I'm fine. Its just… it's not the easiest thing in the world, being an universe hopper. Not like I have a choice in the matter… you know how it is."

'_Yeah…'_

I remained silent and guarded my thoughts as best I could.

_'Sometimes, like now, I just get so tired. Tired of acting like I'm ok when I'm not… tired of following along with whatever the heck is going on around me. That's why…_'I blinked back unshed tears and leaped into the sky recklessly. '_That's why I'm sure I was never meant to be a universe hopper. I bet Kass had some sort of weird, radioactive thing going on that dragged me into it to. Come to think of it, Kass and I have been growing apart lately…'_

We've been to at least four other universes, but only this time had Kass chosen to stay away from me. She rarely calls, and when she does it's only because Valentina reminds her to. Valentina. '_It's all my fault she got dragged into this messed up mess...'_ I thought with a sigh. '_Even though technically, I should blame Jay Bird.'_

By this point I'd arrived back at the restaurant. I reverted back to my regular self in an alley about a block away, then took the rest of the way at a light jog.

"Linzy! There you are!" Aunt May exclaimed when I reentered the room.

"Sorry Aunt May, I couldn't find him." I apologized in a choked voice. Clearing my throat, I continued speaking. "I went all the way home to check, but he wasn't there."

"That's because I was in the bathroom." My annoying cousin said as he decided to make himself known. He smirked at me from besides the booth and looked slightly embarrassed.

"Right." I sighed as I ignored the lie. "I guess I just wasn't looking hard enough."

_For now, I'm just going to have to do my best and not let life pass me by. 'Cause even though this isn't my world, it's still my home. I've made friends and family here…_

Peter smiled at me and grabbed my arm, pulling me into the booth seat and ruffling my hair in the process. I gave in and smiled softly, elbowing him in the side.

_And for now…_

Aunt May laughed at our antics and started to tell a story about her first date with Uncle Ben, which caused Peter to shift into his comedian mode and attempt to make funny jokes. I laughed at the appropriate moments, trying to convince myself to relax and enjoy myself.

_I'm going to try to hold us all together,_

_even if it ends up tearing me apart._

_**Please remember to review!**_


	18. Chapter 18

Chapter 20

"G'morning Aunt May." I yawned as I walked into the kitchen. The early morning light was flooding the room with brightness and nearly blinding my tired eyes.

"Morning Linzy. How'd you slee-" "-ACHOO!" Peter's loud sneeze cut her off and she looked towards the stairs in worry. "Hmm. I think Peter's getting worse… I hope it's not because we kept him out so late the other night. Would you mind taking this up to him?"

She turned away from the sink and handed me a glass of green liquid that looked like juiced grass.

"Eh, sure. What is it?"

"It's my special macrobiotic shake. It's full of antioxidants and all the good stuff." She replied as she turned back to finishing breakfast.

I "hmmed" in response and trudged up the stairs.

"Hey Peter, Aunt may made you some weird macro-something shake. It looks kinda like she juiced a pile of grass or something-AHH!" the door slammed in my face, sending globs of green flying and covering me from the shoulders up. "PETER! WHAT THE HECK, MAN!"

"Umm umm, germs Linzy! You know how it is. If you get sick, who's gonna help take care of me?"

I scowled and kicked the door in frustration.

"Oh, shut up. That wasn't cool."

I turned on my heel and marched downstairs, snatching a dishtowel from an amused Aunt May and scrubbing my face and hair furiously.

"Don't. Say. A. Word." I warned her, throwing my towel down and scooping up TB.

* * *

I walked down the halls at school, holding my newest novel close to my chest as I passed the chatting students.

"Out with the old, and in with the awesome!" Flash announced as I walked passed him. I stopped and turned to him to see what he was talking about. Hanging on the inside of his locker was the front page of the Daily Bugle, worshiping the "Black Suit Spidey". I rolled my eyes and poked him on the shoulder.

"So, you're getting into this whole craze too, huh?" I asked.

"Heck yeah!" he replied. "Black Suit Spidey is the _COOLEST_ superhero I have ever seen!"

I felt my eyebrow inch upwards.

"What about Spiderman? I thought you were his," cue air quotes, " "number one fan" ?"

Flash just shrugged and pointed to a pile of Spidey memorabilia at my feet.

"Spiderman is the past. This guy? This guy is the future!"

I shook my head and walked away so I didn't have to listen to my cousin's jealous mumbling when he popped up over Eugene's shoulder.

_'__I understand that, in this instance, his instincts are right. Black Suit Spidey is trouble. So, I suppose that means I shouldn't feel as bad, right? Right?! But I'm annoyed at him for covering me with green gloop. I can still feel it on my skin. Grr._'

Anyway, I was stewing over this as I stormed though the hallways, and ended up not paying attention to my surroundings. And that is how I ended up running straight into someone.

"Sorry! Sorry!" I exclaimed, stumbling backwards in embarrassment. My book flew out of my arms and skidded across the hallway, and I stared after it in horror.

"Hey, its fine Linzy. Calm down."

I looked up at the redhead and laughed apologetically. "Oh, Harry. Ugh. I wasn't paying attention. Where'd my book go?"

We looked around for a while, but my book had disappeared into the crowd.

"Aw, man! I was almost done with that one too." I pouted.

"How long have you had it?"

"I got it this morning."

He stopped dead and gave me such an annoyed look that I burst out laughing.

"You know Harry," I said between laughs, "you wouldn't give me that look if you read more."

"Yeah, sure. And if I read more, my grades would be more like yours and Peter's, huh?" He asked sarcastically. I frowned at him and put my hand on my hip.

"Probably. That, and if you studied for once in your life. What is it you do with your free time, anyway?"

He looked away and muttered something about 'being busy' under his breath.

I rolled my eyes and started walking away.

"Right, well, if you ever need a helping hand in that department, you know where I'll be."

_ '__I mean, really. What does Harry do in his free time? He's a rich kid whose dad is always busy, and his best friend is off gallivanting in spandex all the time. Does Harry play sports? Is he a videogame nerd? Does he collect stamps?! _

_…_

_Well actually, he does seem the type to collect stamps now that I think about it…_

"Hey Linzy, wait!" I broke from my musings and turned around to look at him quizzically.

"Hm?"

He stared at me blankly. "Uh, I wanted to tell you something, but I forgot what it was. Never mind." He glanced down at his outstretched arm and pulled it back in.

"If you say so." I said with a sigh and continued on towards my next class.

'_For a second there I thought he was going to tell me that he's "Black Suit Spidey".'_

I thought.

'_I guess we're just not close enough yet.'_

* * *

I leaned back in my chair and stretched, my supersuit rippling as I moved. Fury had called the team together to go over the footage from earlier that day and I'd decided to show up for the free entertainment. At the moment, black suit Spidey was holding up an armored truck. Fury paused the video as Spiderman came sneezing his way in.

"ACHOO! Owh. Sorry, that was me. I think I'm fighting something." My cousin announced as he made his way over to the table.

"Gee, you think? Just keep your distance." White Tiger replied as he sat down gingerly.

Fury eyed the two and gestured at the screen.

"This new kid looks like an up and comer. What do we know about him?"

"Not enough." I muttered dryly at the same moment Spiderman said, "Oh, don't tell me-" he glanced at me and I nodded for him to continue, "you want him on the team. Come on, you guys can't see it?"

"See what?" Nova interrupted. "A guy with a cooler costume than yours?"

The world went dark and a chibi Spiderman appeared on my cousin's shoulder.

"Hey there!" It said, " I'm your massive insecurity! Embrace me! Love me! You know you're nothing without me!"

I sighed and patted Spidey on the shoulder, causing the voice to poof out of existence.

"I think your costume's pretty cool." I said, and he looked at me gratefully. Sam huffed and crossed his arms as Fury stood up and strode over to the screen.

"The question is," he began, "where did he come from? What's his story?"

Spidey stared off into space and a thought bubble appeared over his head. I looked away and tried not to burst into a fit of giggles as my cousin's rendition of Black Suit Spidey's origin as a bad 50's tv show made Peter squeal loudly. Everyone else stared at him like he was an idiot, and he rushed to defend himself.

"Oh, gimme a break, guys. We know his story, don't we?"

They looked at him blankly and I could hear crickets chirping in the silence. I sighed and sat upright in my seat.

"You think he's Venom, right Spiderman?" I asked in my deadpan way, causing everyone's gaze to lock onto me in disbelief. "What? I've read the files. There's a chance he's this "Venom" creature."

"Venom?" snorted Nova. "R.E, there's no way! That thing was huge and this is just a guy in a suit."

"Yeah, the _same _suit!" Spidey retorted in my defense.

"Perhaps you may be seeing connections… where there are none." Iron Fist mused as he clasped his hands together under his chin.

I rolled my eyes and sat back in defeat as Spidey continued to try and convince the others of his theory.

To be honest, I don't think I'd believe him either if I didn't have my knowledge of the series; it just seemed too far of a stretch. Guy in a black suit shows up? Spiderman automatically thinks its venom. Well founded in this case, but if you think about it… he could've been a regular guy in a_ non_-symbiotic suit. Ignoring their argument, I yawned and walked out of the room. Seconds later Spidey followed me out, sulking slightly because of his team's lack of support.

"Hey, don't worry about it, Spider. If you turn out to be right, at least you can rub it in!" I said as I crossed my arms above my head. He surprised me by stopping and turning to face me. In a serious tone that was slightly out of character he said,

"That's not it, R.E. What kind of leader am I if my team never listens to what I have to say? Honestly, sometimes it feels like they just put up with me like I'm some kind of annoying mascot."

I blinked in astonishment.

"Spiderman…" I said quietly, placing my gloved hand on his shoulder.

The world took on hues of grey as a thought bubble appeared over his head.

"Congratulations, Genius!" The same chibi Spiderman admonished as he bopped my cousin over the head with a cartoon-styled hammer. "You just revealed your personal issues to the competition!"

"_Oh great_", I heard him think, "_Now R.E will think I want her to feel sorry for me…"_

"Heh." He laughed quickly to cover it up. "Sorry, I don't know what came over me. Forget I mentioned it."

I frowned and shook my head.

"Don't be silly, Spider. If you need to talk to me about something you don't have to hold yourself back just because you think it makes you look bad. If you keep these problems all to yourself, they'll drain you and make your confidence waver. I know I'm not the best example … but…" I scratched my head as I tried to think of the words I wanted to use, "confidence shouldn't be something that people have the power to take from you. I know you're a great leader, and personally I think the team knows it too."

"Yeah, and that's why they ignore me _ALL_ the time."

"Well, to be fair, Fury's right a lot of the time and you don't always listen to him. It's the same concept."

He balked at the comparison, but seemed to see what I meant. I smiled beneath my mask and slapped him on the back as we continued on our way down the hall.

"…Thanks, R.E."

"No problem, web-slinger."

At school again the next day, I found myself surrounded by throngs of squealing fangirls and Black Suit Spidey propaganda. It took all my self-control not to face-palm as I turned the corner and caught sight of Flash Thompson flaunting a tee-shirt with the new trend's face printed on the front.

"Like my new threads, Linzy?" He asked, and I shook my head in disbelief.

"Firstly, I am almost certain no one uses that word anymore. Secondly, I am NOT getting involved in this craziness."

"Aw, come on Parker-ette!" He called as I breezed by. "Join the party will ya?"

I stopped long enough to glare at him for the annoying nickname then stormed past. Geez, that guy is like an annoying little brother.

A few more steps down the hall I came across an amusing sight: a stuffy nosed Peter beckoning to me from across the lockers.

"Hey cuz." He said as Sam walked away from us with a small wave in my direction while covering his arm as though to prevent catching my cousin's plague. They'd been talking. Hmm.

"Yo, guys!"

I glanced over his shoulder and saw Harry waving as he walked towards us. I offered him a small smile while I felt my trepidation grow just a teensy bit before I squashed it down. So what if I knew what was going on. Peter and Harry took care of it, right? They'd be fine.

"Oh, hey Harry. How's it going?"

Harry frowned in concern, his eyes flashing between us.

"Wow. You look terrible, Pete. Like, really bad."

"Believe me, he knows." I sighed as I dodged another one of his sneezes.

"Hey, there's something going around, ok?!" Peter defended before his eyes caught something. "Are you wearing bling?"

I looked down as he grabbed Harry's wrist, and bit my lip as I recognized the flashy silver watch that housed the leftover Venom. Our friend shifted uneasily before placing his hands on both our shoulders and leaning forward to whisper, "Follow me!"

Before I could comprehend what was about to happen, his grip tightened and he pulled us along behind him with unexpected strength. I couldn't even protest before he shoved us into the boy's bathroom.

Instead of making a big deal about it though, I simply looked around to make sure no one was in the area.

"Harry, what's the deal?!" My cousin demanded as he looked over at me in shock. "Linzy can't be in here!"

"She doesn't seem too worried about it."

"As long as I don't get caught." I said with a shrug.

Peter stared at me for a second. " Uh… right. So again, what's the deal?"

"Oh, nothin'. Just the biggest secret you'll ever hear in your life." Harry replied with a smug grin on his face.

"Uh, Harry? You sure you want me to be here for your "Bro Talk"?" I asked, trying to let him know he didn't need to tell me just because I'd conveniently been there when he'd snatched away his confidant.

"Yeah, of course! You're my "bro" too now. It's cool." He looked me in the eyes (probably sensing my confusion), then turned to Peter.

"So, you guys know about that new hero, right? The guy in the cool black outfit?"

Peter groaned in annoyance, his voice thick with mucus. "Yeah, we've heard of him. What about him?"

Instead of answering, Harry grinned and touched his watch. Immediately black goo began to encompass his whole body, and Peter stepped back in shock.

"What is that?! Harry! No!"

"Yesss." Hissed the red head and the ink surrounded the rest of his body. Peter stepped in front of me and stretched his arm out protectively as the leering face of Venom shot out at us.

"Eeep!" I squeaked involuntarily as I stumbled backwards, nearly tripping over my own feet.

"You're-"

"-That's right! I'm the man." He glanced at me. "Sorry for scaring you, Linzy."

"Okay," Peter started before I could say anything, "Come on Harry! Take that off, put it away! Do whatever you have to do- you…you can take it off, right?"

"Sure." Harry replied. "Watch this!"

He twisted the watch and the Venom suit retracted, leaving a very cockily smiling Harry Osborn. "How COOL was that?" his smile faltered as he saw the blank looks on our faces. "… You're freaked out by it. I freaked you out."

"Geez Harry-" My cousin started.

"-I get it. But I wanted you guys to be the first to know. I'm gonna be the king of the world here! I mean, imagine how proud my dad's gonna be!"

Peter froze, and the world once again grew grey.

"Aw, there it is. Harry's always looking for Norman's approval. But between you, me, and the toilet paper, old "Stormin' Norman" doesn't roll that way." He paused, and I puffed my cheeks in and out like a fish. "You know, I gotta admit. The way he takes off and puts on that outfit is pretty cool. Probably makes life a lot easier…" He gazed off in a daydream and I rolled my eyes as he went over the numerous ways wearing his suit encumbered him. I smiled. At least _I_ don't have that problem!

_You're welcome~ _

T.B sang happily.

"Anyway," Peter began again, "what do you think you're doing, Harry? We both know what happened last time."

"Um, yeah, hi there guys. What happened last time? _What's_ going on?!" I asked, feigning ignorance.

Peter turned to me.

"You remember Harry's party and the thing that attacked Spiderman on the roof?"

I made my eyes widen, then looked back to Harry in shock.

"Harry, you picked up _that thing_?! Not that it's not cool- it totally is- but that's SUPER dangerous. Didn't it almost destroy your house?!"

"Look guys, it's just a small piece of it. I found it and I've got it totally trained. But come on, this is the best thing that ever happened. I mean, I am the new and improved Spiderman, and everybody LOVES me!"

"Everybody EXCEPT for Spiderman. You ever think about how HE feels with you stealing his job? He's been doing a pretty good so far- he hardly needs an unexperienced replacement." I scoffed.

"Unexperienced?! Have you even seen the news?"

"Oh yeah, I have. There's always this big guy in a black suit, flexing and soaking in the crowd's adoration. I'm not saying that Spidey doesn't do that every once in a while, but he doesn't _flaunt_ it all the time. I guess people just like arrogant bodybuilders to beat up the bad guys instead of empathetic gymnasts."

"Arrogant body builder?"

"Empathetic gymnast?"

I blinked. Was that comparison too blunt? Aww well. It fits them well enough.

"Harry, I think what she means is… being a superhero isn't so easy."

"Pfft. How would you know?"

"Tried it." I said in a flat, no nonsense tone. Both boys turned to me, blinked, then broke out laughing. "What? You don't think I could pull off spandex?"

They laughed even harder, and even I had to crack a smile. Good. All things sour averted.

Peter held his hands out to placate his friend. "But seriously Harry- and I can't believe I'm paying this forward- but… with great power, there must also come great responsibility. You know what I mean?"

Harry's face fell and he gazed into the sink mirror broodingly.

"That's not what I've been told."

My lips twisted into a scowl at the blarney Osborn had been force feeding his son.

"Harry, please don't think we're being unsupportive." I pleaded as I placed a tentative hand on his shoulder. "It's just, well, as your friends we're bound to be a little overprotective sometimes- especially if you go and get yourself involved with some mystery goo that's tried to kill us. We just don't want you to get hurt."

_Mentally or physically… _

I silently added.

He sighed, but seemed to take what I was saying under consideration. Peter gave me a small side smile and I figured I played the part of a good friend well.

"I get it Linzy. I really do. But all I'm asking is for you to keep a little faith in me. Can't you just… do that?"

I held his gaze for a moment, then allowed a small smile to slip onto my lips.

"…Of course, Harry."

"Thanks." He turned to Peter and his expression turned sour. "Pete, we've been best friends for a long time, haven't we? How come she can believe in me and you can't?"

"What?" My cousin said, shocked. "I _do_ believe in you, Harry! It's just…have you even thought about what happens if you can't control this thing?"

Harry sighed in frustration.

"I'm telling you, I'm completely wired in! _No_. _Problem_. Now, I gotta go."

"Harry, wait!" Peter grabbed Harry's wrist as he turned to leave, and the redhead turned to face him in annoyance.  
"I Sssaid, NO PROBLEM!"

I gasped as he shoved his way past us and stormed out into the hall, leaving Peter gaping with hurt filling his eyes.

"He…he'll be okay… right?" I asked as I rubbed my arms to fight back goosebumps.

"Yeah, don't worry." Peter said in a determined voice. " I-I'll make sure he will."

He looked at me.

"Now get out of the boy's bathroom already!"

* * *

Later that night

I took a deep breath and sat back on my hands, gazing at the stars from my perch on the roof. Aunt May was out bowling with her friends, and Peter had left a while ago to go on patrol (though of course he told me some excuse before he left. I don't even bother to remember them anymore.) so it was just me and our empty house. I smiled and began to pick out the constellations I could see, and create my own when I couldn't quite figure them out. There's a antelope, a bunny in a sombrero, a giant black figure hurdling towards me from the sky…

I shrieked and rolled out of the way, barely missing the large form as it landed on the roof where I had been lying only a moment before.

"Wha- Harry! You almost squashed me!"

"Sorry." He said, not sounding sorry at all. "Wanna go for a ride?" He extended his hand towards me, and I flinched back involuntarily. T.B was still inside, I had left him on my bed when I'd gone on the roof. But at least I still had my choker.

"No! Definitely not!"

With a demonic grin he scooped me up and tucked me under his arm, and I grimaced as the smooth feel of the Venom suit encompassed me

"Harry, please! I really don't want to-"

He ignored me, of course, and jumped off the roof, using his webs to swing towards the city. Now, I'd had Spidey carry me around a few times during our training lessons. Everyone on the team had. But this was completely different. Venom/Harry swung haphazardly, quickly, dangerously… and I didn't like it one bit.

"Take me back to the house! Please, come on!" I pleaded, but he merely laughed.

"Thisss is fun, isssn't it? Don't be ssso sscared."

"Harry! Harry, please!"

He turned sharply in the air, apparently unable to realize how badly I REALLY didn't want to be here right now. We were already over New York, whizzing past oversized advertisements and flashing lights. I ducked my head and hid my face against his chest as we suddenly went into a dive, and I heard him shoot three webs in quick succession. I looked up sharply. Directly in front of us were one of the Gargoyle robots… and my cousin, falling to the ground like two flailing ragdolls dropped from a table. Spidey grabbed onto the side of the nearest building and we barreled into the mechanical creature, Venom/Harry shielding me from the impact with his body. He crashed us into a car and stood up in triumph, holding me like a prize over his shoulder.

"Boo-ya!" He cried in his altered voice, and I covered my face with my hands in embarrassment and an effort to keep anyone from seeing who I am. Pedestrians ran, some farther away and others toward the scene, and I peeped out through my fingertips to see what I could. He used the hand he wasn't holding me with and tore off the wings of the robot, and I immediately noticed the surrounding crowd. Why do people these days have to have cameras in their phones?! Whoever invented that feature, I hate you.

"Awesome, totally awesome! Give me a smile!" One of the photographers praised, and I gulped when I heard my captor look his way. He growled a deep guttural sound. It was then I knew that Harry was already gone, and the THING holding me… was Venom.

_… __I'm gonna die today…_

The gruesome thought kept repeating in my mind, though I tried to force it back.

_How do I keep ending up in these situations?!_

Somehow enraged by the camera man's actions, Venom threw back his arm and hurled the wings in his direction, almost decapitating the man in the process. In a flash Spiderman was there, and he tackled the guy to safety.

"Whosssse next?! Come on. Sssomebody." Venom snarled, and his grip around my waist tightened as a taxi screeched to a stop in front of him. I bit back a scream as the window stopped mere inches from my nose.

He picked up the cab with one hand, and held it above his head tauntingly, daring anyone to defy him. Of course we all know who did.

"Put them down!" Spidey yelled as loud as his sickness would allow him, and I knew he hadn't yet realized who I was. If he had he _definitely_ wouldn't be acting this calm.

Venom stared him down for a second, then smirked.

"Here, catch!"

He launched the car at Spiderman and I gasped, momentarily closing my eyes in fear.

_He'll be fine he'll be fine he'll be fine_

My personal mantra seemed to work, for Spidey caught the cab and set it on the ground safely.

The guy just barely escaped the vehicle before Venom was running forward and flinging it aside as though it were an annoying fly, and I yelped as my cousin avoided his punches and stuck to the wall above us. My hands momentarily left my face, and I heard him gasp in horror.

"Linzy!? Let her go!"

Venom growled and tightened his grip around me, squeezing almost all the air out of my lungs as he lunged forward and sent an even deadlier strand of attacks Spidey's way.

"Don't do this!" He pleaded as Venom tried to throw him off the building. He slid down and landed, his back pressed against the hood of a car. " Let her go- remember who you are!"

"I remember!" Venom roared. "I. AM. VENOM."

He surged forward, now carrying me bridal style, and kicked at Spiderman's face, chest, shins- anywhere that could hurt him. The Spider dodged skillfully and I was reminded of the comparison I had made earlier- the bodybuilder and the gymnast. I hoped my odds of surviving were a little better than what that implied.

"Don't worry, Linzy, I'll get you out of this! Just hold on!"

"Please hurry!" I yelled, and Venom landed a blow that sent Spiderman spiraling high in the sky.

"Venom!" Spidey yelled again. "I know it's you, and I'll say it one more time. Let her go, and LET. HIM. OUT!" He swung with each punctuated word, and I stared in disgust as the black mask momentarily broke away. Harry's face poked out and he looked at the two of us in horror.

"H-help me! I-I can't-"

"-YESSSS YOU CAN." Venom finished for him. They started fighting again, made harder for Spidey since he was trying to avoid hitting me which gave Venom the perfect human shield.

"C-come on. Can't we hug it out?"

"I THINK WE'RE PAST THAT STAGE!" I screamed, unable to believe he'd even suggest such a stupid idea.

"You weren't my friend before, and I don't need you now." He flung me over his shoulder and grabbed Spiderman by the neck. " I'll ssshow you AND him, whossse the better Ssspiderman." He swung us both into the sky again, and threw Spidey onto the glass of the tower where his dad worked. I screamed as he smashed through the glass, his feet pinning Spiderman beneath him as he landed on the table in his father's conference room. Hissing threateningly at the other people in the room, he turned and faced Norman with a roar as they all fled. Spiderman tried to get up but Venom grabbed his head, leaning down to lick his face with that gross, long tongue of his. I would've laughed at his mental freak out about Venom cooties if I wasn't in a similar situation. Staring only at Spiderman's prone form, Norman didn't notice me as he asked, "What is it that you want?"

Venom clutched me tighter and I gagged as his terrible breath filled my nostrils.

"The GREAT Norman Osssborn. You'll never know. _You_ never cared." He poised himself to strike but Spidey moved first.

"Linzy, NOW!"

I pried myself out of his grip and fell to the side, knocking my head on the table as I landed. Mr. Osborn's eyes immediately locked on me and surprise flooded them while I attempted to scurry out of the way. There were several small cuts and bruises on my skin from the wild chase, and I could feel blood sliding down my forehead where I'd nicked it on the table. I didn't exactly feel like being stared at at the moment. As soon as I was out of the way, Spidey jumped up and slammed his feet into Venom's chest, causing him to go back a few steps and giving him enough room to attack him again. Spiderman jumped up and clung to the light fixture briefly before using it to get his momentum up and kicking Venom out the window. He ran over and was about to jump out when he looked back at Mr. Osborn and I.

"Sorry sir." His eyes flickered to me. " Please take care of her." He jumped out the window and I sat up, rubbing the blood out of my eyes and groaning at the pain that flared up in my side.

"Goodness, Linzy! Are you all right?!" Norman said in concern as he approached me. He pulled out a handkerchief and knelt down next to me, wiping away my blood with the small white cloth. I eyed it suspiciously and took it from him, pretending to use it to clean my other cuts. No way was I letting this psycho keep a sample of my DNA.

"Y-yeah…" I murmured shakily when I noticed he was waiting for a response.

"How did that...thing… get ahold of you?" He asked, and his interest when he said "thing" didn't escape my notice.

"It just… picked me up off the roof of my house." I answered truthfully. "I don't know why. C-can we not talk about this now, please? I-I need to go home. I think I'm in shock."

That last sentence really wasn't too far from the truth. That had shaken me up. A lot.

"Of course, Linzy. Just let me call a car."

For once, I didn't argue. He helped me to my feet and draped my arm over his shoulder, supporting me as I struggled to walk to the elevator.

"…Please don't tell anyone about this, sir. I don't want Aunt May to… worry."

He smiled and looked away.

"I understand."

I gulped, feeling like I'd just made a deal with the devil himself. At least he wasn't the goblin yet... right?

* * *

**_Author's note_**

**_Hey guys! Long time no see. Long story short, my computer died and I only saved a handful of my file and one of my best friends/cowriters decided that disappearing off the face of the earth was a completely acceptable idea. This chapter's been long and coming, but hey! I was able to get this out for you guys :3 Anyway, I still don't have my own computer, but I'll try to start cranking out chapters as fast as I can on my mom's laptop. If you guys enjoyed this chapter please drop a review into that nifty little box down below. It really makes my day every time! See you next chapter, (I promise you won't have to wait this long again if I can help it!)_**

**_-R.E._**

(P.s,

To a certain person whose been looking forward to "Field trip" for the longest time ever (*cough* grapejuice101 *cough*), I really hope the next chapter lives up to your expectations. I can't thank you enough for all your support and great ideas; I just have to give you a shout out instead J

So you curious people reading the ps, go read grapjuice's stuff. I'm a pretty big fan of it myself! )

(P.s.s,

_You may have noticed_ _I skipped the episode "exclusive". It's one of my favorites, and I couldn't bring myself to touch it :D )_


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